Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, the following securities of the Company: (a) an aggregate of 4,117,648 Ordinary Shares, par value £0.01 per share, of the Company (the “Ordinary Shares”) to be represented by American Depositary Shares (the “Firm Shares”, each individually an “ADS” and collectively, the “ADSs”), each ADS representing one authorized and issued Ordinary Share and (b) an aggregate of 8,235,296 warrants to purchase 8,235,296 Ordinary Shares (“Warrants”), with each warrant entitling the holder thereof to purchase one (1) Ordinary Share at the exercise price thereof with such Ordinary Share being deposited upon issuance with the Depositary (as defined below) in exchange for an ADS (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”) each, as set forth opposite their respective names on Schedule 1 hereto, at a combined purchase price (net of underwriting discounts and commissions) of $3.91 per one ADS and 2 Warrants, being equal to 92% of the public offering price of the Firm Securities. The combined purchase price of $3.91 shall be $3.9008 per ADS (the “Share Purchase Price”) and $0.0092 per two Warrants (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Each ADS represents one Ordinary Share deposited with The Bank of New York Mellon, as depositary (the “Depositary”) pursuant to a deposit agreement, dated the date of this Agreement, among the Company, the Depositary and all owners and holders (as defined therein) from time to time of ADSs (the “Deposit Agreement”). The Depositary may issue American Depositary Receipts (“ADRs”) evidencing the ADSs. The Warrants are to be issued pursuant to a Warrant Agent Agreement dated the date hereof (the “Warrant Agent Agreement”), between the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)
Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, the following securities of the Company:
(a) an aggregate of 4,117,648 _________Ordinary Shares, par value £0.01 per share, of the Company (the “Ordinary Shares”) to be represented by American Depositary Shares (the “Firm Shares”, each individually an “ADS” and collectively, the “ADSs”), each ADS representing one authorized and issued Ordinary Share and
(b) an aggregate of 8,235,296 _________ warrants to purchase 8,235,296 ___________ Ordinary Shares (“Warrants”), with each warrant entitling the holder thereof to purchase one (1) Ordinary Share at the exercise price thereof with such Ordinary Share being deposited upon issuance with the Depositary (as defined below) in exchange for an ADS (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”) each, as set forth opposite their respective names on Schedule 1 hereto, at a combined purchase price (net of underwriting discounts and commissions) of $3.91 7.36 per one ADS and 2 Warrantsone Warrant, being equal to 92% of the public offering price of the Firm Securities. The combined purchase price of $3.91 7.36 shall be $3.9008 7.3508 per ADS (the “Share Purchase Price”) and $0.0092 per two Warrants Warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Each ADS represents one Ordinary Share deposited with The Bank of New York Mellon, as depositary (the “Depositary”) pursuant to a deposit agreement, dated the date of this Agreement_________, 2022, among the Company, the Depositary and all owners and holders (as defined therein) from time to time of ADSs (the “Deposit Agreement”). The Depositary may issue American Depositary Receipts (“ADRs”) evidencing the ADSs. The Warrants are to be issued pursuant to a Warrant Agent Agreement dated the date hereof (the “Warrant Agent Agreement”), between the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)
Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, the following securities of the Company:
(a) an aggregate of 4,117,648 3,750,000 Ordinary Shares, par value £0.01 per share, of the Company (the “Ordinary Shares”) to be represented by American Depositary Shares (the “Firm Shares”, each individually an “ADS” and collectively, the “ADSs”), each ADS representing one authorized and issued Ordinary Share and
(b) an aggregate of 8,235,296 3,750,000 warrants to purchase 8,235,296 3,750,000 Ordinary Shares (“Warrants”), with each warrant entitling the holder thereof to purchase one (1) Ordinary Share at the exercise price thereof with such Ordinary Share being deposited upon issuance with the Depositary (as defined below) in exchange for an ADS (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”) each, as set forth opposite their respective names on Schedule 1 hereto, at a combined purchase price (net of underwriting discounts and commissions) of $3.91 7.36 per one ADS and 2 Warrantsone Warrant, being equal to 92% of the public offering price of the Firm Securities. The combined purchase price of $3.91 7.36 shall be $3.9008 7.3508 per ADS (the “Share Purchase Price”) and $0.0092 per two Warrants Warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Each ADS represents one Ordinary Share deposited with The Bank of New York Mellon, as depositary (the “Depositary”) pursuant to a deposit agreement, dated the date of this Agreement_________, 2022, among the Company, the Depositary and all owners and holders (as defined therein) from time to time of ADSs (the “Deposit Agreement”). The Depositary may issue American Depositary Receipts (“ADRs”) evidencing the ADSs. The Warrants are to be issued pursuant to a Warrant Agent Agreement dated the date hereof (the “Warrant Agent Agreement”), between the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)
Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, the following securities of the Company:
(a) an aggregate of 4,117,648 _________Ordinary Shares, par value £0.01 per share, of the Company (the “Ordinary Shares”) to be represented by American Depositary Shares (the “Firm Shares”, each individually an “ADS” and collectively, the “ADSs”), each ADS representing one authorized and issued Ordinary Share and
(b) an aggregate of 8,235,296 _________ warrants to purchase 8,235,296 ___________ Ordinary Shares (“Warrants”), with each warrant entitling the holder thereof to purchase one (1) Ordinary Share at the exercise price thereof with such Ordinary Share being deposited upon issuance with the Depositary (as defined below) in exchange for an ADS (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”) each, as set forth opposite their respective names on Schedule 1 hereto, at a combined purchase price (net of underwriting discounts and commissions) of $3.91 per one ADS and 2 two Warrants, being equal to 92% of the public offering price of the Firm Securities. The combined purchase price of $3.91 shall be $3.9008 per ADS (the “Share Purchase Price”) and $0.0092 per two Warrants (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Each ADS represents one Ordinary Share deposited with The Bank of New York Mellon, as depositary (the “Depositary”) pursuant to a deposit agreement, dated the date of this Agreement, among the Company, the Depositary and all owners and holders (as defined therein) from time to time of ADSs (the “Deposit Agreement”). The Depositary may issue American Depositary Receipts (“ADRs”) evidencing the ADSs. The Warrants are to be issued pursuant to a Warrant Agent Agreement dated the date hereof (the “Warrant Agent Agreement”), between the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)
Purchase of Firm Securities. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, the following securities of the Company:
(a) an aggregate of 4,117,648 5,176,468 Ordinary Shares, par value £0.01 per share, of the Company (the “Ordinary Shares”) to be represented by American Depositary Shares (the “Firm Shares”, each individually an “ADS” and collectively, the “ADSs”), each ADS representing one authorized and issued Ordinary Share and
(b) an aggregate of 8,235,296 6,470,585 warrants to purchase 8,235,296 6,470,585 Ordinary Shares (“Warrants”), with each warrant entitling the holder thereof to purchase one (1) Ordinary Share at the exercise price thereof with such Ordinary Share being deposited upon issuance with the Depositary (as defined below) in exchange for an ADS (the “Firm Warrants”, and together with the Firm Shares, the “Firm Securities”) each, as set forth opposite their respective names on Schedule 1 hereto, at a combined purchase price (net of underwriting discounts and commissions) of $3.91 per one ADS and 2 Warrants1.25 Warrant, being equal to 92% of the public offering price of the Firm Securities. The combined purchase price of $3.91 shall be $3.9008 per ADS (the “Share Purchase Price”) and $0.0092 per two Warrants Warrant (the “Warrant Purchase Price”). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof). Each ADS represents one Ordinary Share deposited with The Bank of New York Mellon, as depositary (the “Depositary”) pursuant to a deposit agreement, dated the date of this Agreement_________, 2022, among the Company, the Depositary and all owners and holders (as defined therein) from time to time of ADSs (the “Deposit Agreement”). The Depositary may issue American Depositary Receipts (“ADRs”) evidencing the ADSs. The Warrants are to be issued pursuant to a Warrant Agent Agreement dated the date hereof (the “Warrant Agent Agreement”), between the Company and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent (the “Warrant Agent”).
Appears in 1 contract
Samples: Underwriting Agreement (TC BioPharm (Holdings) PLC)