Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares. (c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below. (d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system. (e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $0.2325 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule IV hereto, and (ii) in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company for each Firm agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is thirty (30th30) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersThe Benchmark Company, LLC, 800 Xxx Xxxxxxxx 000 Xxxx 00xx Xxxxxx., 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act two (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Additional Shares, at 11:00 a.m. Eastern time on the Option Closing Date. If the Underwriter so elects, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf delivery of the Underwriters at least one (1) business day before the Closing Date, Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the account at The Depository Trust Company’s DWAC systemCompany designated by the Underwriter.
(ec) It is understood that each of The Company, xxxxxx agrees to issue and sell to the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by on the Closing Date or any and Option Closing DateDate warrants to purchase that number of shares of Common Stock equal to an aggregate of 2% of the amount of Firm Shares and Additional Shares, as respectively, sold in the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants Offering (the “Representatives’ Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Warrant Agreement (the “Warrant Agreement”), in the form attached hereto as Exhibit B, shall be exercisable as of the 180th day following the date of this Agreement and substance acceptable to expiring five (5) years after the Representatives, for date of this Agreement at an initial exercise price per share of $0.3125. The Underwriters’ Warrants and the purchase of an aggregate of [●] shares of Common StockStock issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, which shall sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be registered the subject of any hedging, short sale, derivative, put or call transaction that would result in the name effective economic disposition of such securities other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged or names and shall be in such denominations as hypothecated prior to the Representatives may request at least date that is three hundred one hundred eighty (1180) business day before days immediately following the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretiondate of this Agreement.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $1.023 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule IV hereto, and (ii) in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company for each Firm agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is thirty (30th30) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersThe Benchmark Company, LLC, 800 Xxx Xxxxxxxx 000 Xxxx 00xx Xxxxxx., 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act two (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Additional Shares, at 11:00 a.m. Eastern time on the Option Closing Date. If the Underwriter so elects, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf delivery of the Underwriters at least one (1) business day before the Closing Date, Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the account at The Depository Trust Company’s DWAC systemCompany designated by the Underwriter.
(ec) It is understood that each of The Company, xxxxxx agrees to issue and sell to the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by on the Closing Date or any and Option Closing DateDate warrants to purchase that number of shares of Common Stock equal to an aggregate of 2% of the amount of Firm Shares and Additional Shares, as respectively, sold in the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants Offering (the “Representatives’ Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Warrant Agreement (the “Warrant Agreement”), in the form attached hereto as Exhibit B, shall be exercisable as of the 180th day following the date of this Agreement and substance acceptable to expiring five (5) years after the Representatives, for date of this Agreement at an initial exercise price per share of $1.375. The Underwriters’ Warrants and the purchase of an aggregate of [●] shares of Common StockStock issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not, which shall sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, or be registered the subject of any hedging, short sale, derivative, put or call transaction that would result in the name effective economic disposition of such securities other than in accordance with FINRA Rule 5110. Notwithstanding anything in this Agreement to the contrary, the Warrant Securities may not be sold, transferred, assigned, pledged or names and shall be in such denominations as hypothecated prior to the Representatives may request at least date that is three hundred one hundred eighty (1180) business day before days immediately following the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretiondate of this Agreement.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $35.01 per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer or other delivery of same day immediately available funds payable to an account designated in writing by the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000Xxxxxxx & Xxxxxxxxx, Xxxxxxx XxxxxLLP, XX 00000High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to the -------- ------- Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $37.00 per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designees)Underwriters) and under the table of underwriters and the second, warrants (seventh, eighth and ninth paragraphs under the “Representatives’ Warrants”)caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the 15 Firm Shares set forth opposite the names name of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as is applicable to the Company as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several UnderwritersUnderwriter, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(asecond (2nd) under the Exchange Act (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several respective Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust and Transfer Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Initial Underwriter Warrants”), in form and substance substantially in the form attached hereto as Exhibit C, for the purchase of an aggregate of [•] shares of Common Stock, registered in the name or names and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date. In the event that the Underwriters exercise the option to purchase some or all of the Option Shares, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees), warrants (the “Option Underwriter Warrants,” and, together with the Initial Underwriter Warrants, the “Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the to purchase that number of an aggregate of [●] shares of Common StockStock that is equal to six percent (6%) of the number of Option Shares being purchased on such Option Closing Date, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Option Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 36.80 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $36.80 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital Partners, LLCCorp., 800 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC Deposit or Withdrawal at Custodian (“DWAC”) system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Greenwich LifeSciences, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm number of Underwritten Shares set forth opposite the their names of the Underwriters in on Schedule I hereto. I. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] _______ per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representatives at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Additional Shares obtained by multiplying (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Underwritten Shares set forth on Schedule I opposite the name of the such Underwriter in Schedule I hereto under the caption “Number of Option Shares bears to be Sold” and the denominator of which is the total number of Option Underwritten Shares.
(c) . The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Representatives, the Company agrees to make a form of such certificate available to the Representatives for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, Representatives for the respective accounts account of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersLxxxxx & Wxxxxxx LLP, LLC600 Xxxx Xxxxxx Xxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentatives so elect, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Representatives. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before next preceding the Closing DateDate at the above addresses, to the respective accounts of the several Underwriters, which delivery shall or such other location as may be made through the facilities of the Depository Trust Company’s DWAC systemmutually acceptable.
(ed) It is understood that each of the Representatives has have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Underwritten Shares and any Additional Shares the Underwriters have agreed to purchase. Each RepresentativeJxxxxxxxx & Company, Inc. and Rxxx Capital Partners LLC, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative the Representatives by the Closing Date or any Option applicable Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (UniTek Global Services, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, each Underwriter agrees severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds payable to the order of the Company Company, or by wire transfer, at the offices of Rxxx Capital PartnersPalmxx & Xodge LLP, LLCOne Xxxxxx Xxxxxx, 800 Xxx Xxxxxxxx XxxxxXxxxxx, Xxxxx 000Xxxxxxxxxxxxx, Xxxxxxx Xxxxx, XX 00000, or (xr at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "CLOSING DATE" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or 13 -13- Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make a public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $____ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (under the “Representatives’ Warrants”)last two paragraphs on the inside front cover page of the Prospectus concerning stabilization and over-allotment by the Underwriters, and under the first and second paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) of the Rules and Regulations constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Cambridge Neuroscience Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but of the Company contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $5.64 per share (the "purchase price per share"), the number of Firm Shares set forth opposite the names of the Underwriters in its name on Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the several Underwriters the an option to purchase some or all of from the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightCompany, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares at the same purchase price per share as may be necessary the Underwriters are to cover over-allotments made in connection with pay for the transactions contemplated herebyFirm Shares. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 30th day following after the date hereofof the Prospectus Supplement/Prospectus upon written, telecopied or telegraphic notice by written notice to the Company (the “Option Notice”). The Option Notice shall set First Security Xxx Xxxxxx, Inc. setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercisedand the settlement date. The Option Shares shall be purchased severally, and not jointly, by each Underwriter, if purchased at all, in the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, same proportion that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Firm Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is this Agreement bears to the total number of Firm Shares to be purchased by the Underwriters under Section 2(a) above, subject to such adjustments as First Security Xxx Xxxxxx, Inc. may in its discretion make to eliminate any fractional shares. Delivery of certificates for the Option Shares, and payment therefor, shall be made as provided in Sections 2(c) and 2(d) below.
(c) Delivery of the Firm Shares and, if the option granted by the Company in Section 2(b) above has been exercised not later than 6:30 a.m., San Francisco time, on the second business day preceding the Time of Purchase, the Option Shares is to be made at the office of Xxxxxxxxxxx & Xxxxxxxx LLP at 6:30 a.m., California time, on August 11, 2000, at such time on such other day, not later than seven full business days after that date, as is agreed to in writing by the Company and the Underwriters, or as provided in Section 8 of this Agreement. The date and hour of delivery payment for the Firm Shares is referred to in this Agreement as the "Time of Purchase". As used in this Agreement, "business day" means a day on which the Nasdaq National Market is open for trading and on which banks in New York and California are open for business and not permitted by law or executive order to be closed.
(d) If the option granted by the Company in Section 2(b) above is exercised after 6:30 a.m., San Francisco time, on the second business day preceding the Time of Purchase, delivery of the Option Shares and payment therefor is to be made at the office of First Security Xxx Xxxxxx Inc., 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., San Francisco time, on the date specified by First Security Xxx Xxxxxx, Inc., which shall be four or fewer business days after the exercise of the option, but not in excess of the period of time specified in the Rules and Regulations (such date and time, the "Additional Time of Purchase").
(e) Payment of the purchase price for and delivery the Shares by the several Underwriters is to be made by certified or official bank check or checks or by Federal Funds wire transfer drawn in next-day funds, payable to the order of the Option Shares Company. Such payment shall be made on an Option Closing Date in the same manner and at the same office as the payment upon delivery of certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, you for the respective accounts of the several Underwriters, against payment of . Certificates for the purchase price therefor by wire transfer of same day funds payable Shares to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant delivered to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall you must be registered in the such name or names and shall be in such denominations as the Representatives Underwriters may request on behalf of no later than the Underwriters at least one (1) second business day before the Closing DateTime of Purchase, in the case of Firm Shares, and at least one business day prior to the respective accounts purchase of the several UnderwritersOption Shares, which delivery shall in the case of the Option Shares. Such certificates will be made through available to the facilities Underwriters for inspection, checking and packaging at such location as First Security Xxx Xxxxxx, Inc. may request, not less than one full business day prior to the Time of Purchase or, in the case of the Depository Trust Company’s DWAC systemOption Shares, by 3:00 p.m., New York time, on the first business day preceding the Additional Date of Purchase.
(ef) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several UnderwritersUnderwriters propose to offer the Shares for sale to the public as soon as First Security Xxx Xxxxxx, Inc. deems it advisable to accept delivery of and receipt for, and make payment of the purchase price for, the do so. The Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares are to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue initially offered to the Representatives public at the public offering price set forth (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable or to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered set forth) in the name or names Prospectus Supplement/Prospectus. First Security Xxx Xxxxxx, Inc. may from time to time thereafter change the public offering price and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionother selling terms.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 2.5575 per share. The Firm Shares are to be offered initially to the public (the “Offering”) at the offering price set forth on the cover page of the Final Prospectus.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares Shares, as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersThe Benchmark Company, LLC, 800 Xxx Xxxxxxxx 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date and any Option Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the purchase of an aggregate a number of [●] shares of Common StockStock equal to 5.0% of the shares of Common Stock sold by the Company hereunder on the Closing Date or such Option Closing Date, as applicable, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Closing Date or Option Closing Date. The Representatives shall allocate the Representatives Warrants among them , as they determine in their sole discretionapplicable.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several Underwriterseach Underwriter, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to $0.92 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of such Underwriter on Schedule III hereto, and (ii) in the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Representative shall exercise the election to purchase Additional Shares as provided below, the Company for agrees to issue and sell to each Firm Underwriters, and each Underwriter agrees, severally and not jointly to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in this Section 3(a) The above, the Company hereby grants to the Underwriters the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Representative in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is thirty (30th30) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Representative and the Representative shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersThe Benchmark Company, LLC, 800 000 Xxxx 00xx Xx., 00xx Xxxxx Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as directed by the Representative and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Representative so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat The Depository Trust Company designated by the Representative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Movano Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to this Section 3 shall be made against receipt of a wire transfer reference number issued by the Representatives, for the respective accounts of the several Underwriters, against Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable immediately available funds, to the order of an account specified in writing by the Company at the offices of Rxxx Capital PartnersPillsbury Madison & Sutro LLP, LLC0000 Xxxxxxx Xxxxxx, 800 Xxx Xxxxxxxx XxxxxXxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, Xxxxxxxxxx 00000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company, at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names second, third and shall be tenth paragraphs under the caption "Underwriting" in such denominations as any Preliminary Prospectus and in the Representatives may request at least one (1) business day before Prospectus constitutes the Closing Date. The Representatives shall allocate only information furnished by the Representatives Warrants among them as they determine in their sole discretion.Underwriters to the
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 0.1656 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $0.1656 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital Partners, LLCCorp., 800 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Document Security Systems Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Firm Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $[●] per share (the “Initial Price”), the number of Firm Shares set forth opposite the names name of such Underwriter under the Underwriters in column “Number of Firm Shares to be Purchased from the Company” on Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per sharethis Agreement.
(b) The Company hereby grants to the several Underwriters the an option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightpurchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (as the same may be necessary adjusted by the Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments made in connection with the transactions contemplated hereby. This option sales of the Firm Shares by the Underwriters and may be exercised by the Underwriters in whole or in part at any time and from time to time on or before 12:00 Noon, New York City time, on the thirtieth (30th) business day following before the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below), and from time to time thereafter within thirty (30) nor earlier than the first business day days after the date on which of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the option shall have been exercised nor Representative to the Company no later than 12:00 Noon, New York City time, on the fifth business day after before the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less Firm Shares Closing Date or no later than all of 12:00 Noon, New York City time, at least two (2) business days before the Option SharesShares Closing Date (as defined below), as the Company agrees to sell to each Underwriter case may be, setting forth the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” purchased and the denominator time and date (if other than the Firm Shares Closing Date) of which is the total number of Option Sharessuch purchase.
(c) Payment of the purchase price for for, and delivery of the Firm Shares shall be made at the offices of Xxxxxxxxxxx & Co. Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on February [●], 2020, or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the “Firm Shares Closing Date”). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery of the Option Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on an each date of delivery as specified in the notice from the Representative to the Company (such time and date of delivery and payment are called the “Option Shares Closing Date”). The Firm Shares Closing Date in and any Option Shares Closing Date are called, individually, a “Closing Date” and, together, the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below“Closing Dates.”
(d) The Payment shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the Firm Shares will be delivered by or the Company Option Shares, as applicable, to the Representatives, account of the Representative for the respective accounts of the several Underwriters, against payment Underwriters of certificates for the purchase price therefor Shares to be purchased by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(athem.
(e) under the Exchange Act (or if the The Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Dateapplicable, the Company shall deliver the Firm Shares, which shall be registered in the name or such names and shall be in such denominations as the Representatives may Representative shall request at least two (2) full business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described in Section 1(b), and shall be delivered by or on behalf of the Underwriters at least one (1) business day before the Closing Date, Company to the respective accounts of the several Underwriters, which delivery shall be made Representative through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of Company for the Representatives has been authorized, for its own account and the respective accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable to an account specified by the order of the Company Company, at the offices of Rxxx Capital PartnersXxxxxxx, LLCPhleger & Xxxxxxxx LLP, 800 Xxx Xxxxxxxx 0000 Xxxxxxxx, 00xx Xxxxx, Xxxxx 000Xxx Xxxx, Xxxxxxx Xxxxx, XX 00000, Xxx Xxxx 00000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to -------- ------- the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last sentence of the last paragraph on the front cover page, and under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Representatives (and/or their designees)Company for inclusion in any Preliminary Prospectus, warrants (the “Representatives’ Warrants”)Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwritten Shares, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 5.90625 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover any over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified agree in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shareswriting.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (d) below.
(d) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Representative against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, Canaccord Genuity LLC, 800 Xxx Xxxxxxxx 90 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxxxxx, Xxxxxxx Xxxxx, XX Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific TimeEastern daylight time, on the date specified for regular way settlement in second (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern daylight time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf delivery of the Underwriters at least one (1) business day before the Closing Date, Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the account at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●*] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $[*] per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersWestPark Capital, LLCInc., 800 Xxx Xxxxxxxx 1000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC Deposit or Withdrawal at Custodian (“DWAC”) system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the The Company shall hereby agrees to issue to the Representatives Representative (and/or their its designees), warrants ) on the Closing Date a five-year warrant (the “Representatives’ WarrantsRepresentative’s Warrant”), in form and substance acceptable to the Representatives, ) for the purchase of an aggregate of [●*] shares of Common Stock, which representing up to 10% of the Firm Shares. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be registered exercisable, in whole or in part, commencing on a date which is six (6) months after the effective date (the “Effective Date”) of the Registration Statement and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock equal to 120% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be made on the Closing Date and shall be issued in the name or names and shall be in such authorized denominations as the Representatives Representative may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionrequest.
Appears in 1 contract
Samples: Underwriting Agreement (Lixte Biotechnology Holdings, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] $ per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, right ,severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersNational Securities Corporation, LLC000 Xxxxx Xxxxxx, 800 Xxx Xxxxxxxx Xxxxx25th Floor, Xxxxx 000New York, Xxxxxxx Xxxxx, XX 00000New York 10281, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares Shares, to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares Shares, set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Share shall be $[●] per share. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $[●] per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares Shares, as applicable as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date and each Option Closing Date, if any, the Company shall issue to the Representatives Underwriters (and/or their designees), warrants (the “Representatives’ Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for equal to 9.0% of the purchase sum of the number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, in certificated form registered in the name of the Underwriters (or their designees), which Underwriters Warrants shall have an aggregate exercise price of $[●] shares (130% of Common Stockthe price per Firm Share), subject to adjustment therein, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date or Option Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $9.30 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule IV hereto, and (ii) in Schedule I heretothe event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall have been exercised. The purchase price Notwithstanding the foregoing, the parties agree that the Per Share Price for any Shares to be paid resold by the Underwriters Underwriter to the Company for each Firm Share Interstate Battery System International, Inc. shall be $[●] 10.00 per share and the Per Share Price for any Shares to be resold by the Underwriter to four previously agreed to investors shall be $9.70 per share.
(b. As referenced in Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is forty-five (30th45) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersNational Securities Corporation, LLC410 Xxxx Xxxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or xr such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Underwriter so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such at The Depository Trust Company designated by the Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 2.585 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $2.585 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Ocean Power Technologies, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 4.465 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect Underwriter elects to purchase less than all of the Option Additional Shares, the Company agrees to sell to each the Underwriter the number of Option Additional Shares obtained by multiplying the number of Option Additional Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares shares set forth opposite the name of the Underwriter Company in Schedule I hereto under the caption “Number of Option Additional Shares to be Sold” and the denominator of which is the total number of Option Additional Shares.
(c) . Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(d) . For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriter, the Company agrees to make a form of such certificate available to the Underwriter for such purpose at least one full business day preceding the Option Closing Date. The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxx Xxxxxx, Carret & Company, LLC, 800 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000-0000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific TimeEST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateUnderwriter so elects, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Underwriter. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Underwriter may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $4.70 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule III hereto, and (ii) in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company for each Firm agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in this Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is forty-five (30th45) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersNational Securities Corporation, LLC000 Xxxxx Xxxxxx, 800 Xxx Xxxxxxxx Xxxxx25th Floor, Xxxxx 000New York, Xxxxxxx Xxxxx, XX 00000NY 10281, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Underwriter so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such at The Depository Trust Company designated by the Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Atomera Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to each of the several Underwriters, and each of the Underwriters agrees to purchase, on a joint and several Underwriters agreebasis, severally and not jointly, to purchase the Firm number of Underwritten Shares set forth opposite the names of the Underwriters in its name on Schedule I heretofrom the Company. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 29.925 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, each of the Underwriters shall have the right, severally and not jointly, right to purchase the number or proportion of the Additional Shares set forth opposite its name on Schedule I at the purchase price set forth in Section 4(a) all or any portion of the Option Shares Per Share Price as may be necessary to cover over-over- allotments made in connection with the transactions contemplated herebyoffering of the Underwritten Shares. This option may be exercised by the Underwriters at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice from Xxxx to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Xxxx otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by Xxxx, the Company agrees to make a form of such certificate available to Xxxx for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, as instructed by Xxxx against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, as appropriate, at the offices of Rxxx Xxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePDT, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Xxxx and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If Xxxx so elects, delivery of the Closing Date, Underwritten Shares and the Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by Xxxx. Certificates representing the Firm Underwritten Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Xxxx may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 1.1904 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 0.27 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $0.27 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital Partners, LLCCorp., 800 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Avinger Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm number of Underwritten Shares set forth opposite the their names of the Underwriters in on Schedule I hereto. I. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 4.48875 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representatives at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Additional Shares obtained by multiplying (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Underwritten Shares set forth on Schedule I opposite the name of the such Underwriter in Schedule I hereto under the caption “Number of Option Shares bears to be Sold” and the denominator of which is the total number of Option Underwritten Shares.
(c) . The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Representatives, the Company agrees to make a form of such certificate available to the Representatives for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, Representatives for the respective accounts account of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxx & Xxxxxxx LLP, LLC000 Xxxx Xxxxxx Xxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentatives so elect, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Representatives. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before next preceding the Closing DateDate at the above addresses, to the respective accounts of the several Underwriters, which delivery shall or such other location as may be made through the facilities of the Depository Trust Company’s DWAC systemmutually acceptable.
(ed) It is understood that each of the Representatives has have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Underwritten Shares and any Additional Shares the Underwriters have agreed to purchase. Each RepresentativeFBR Capital Markets & Co. and Xxxx Capital Partners LLC, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative the Representatives by the Closing Date or any Option applicable Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (UniTek Global Services, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 11). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 4 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds funds, payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx O'Melveny & Xxxxx, Xxxxx 000LLP, 000 Xxxxxxx XxxxxXxxxxx, XX 00000Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act day that this Agreement is executed, provided it is executed prior to 1:30 p.m. San Francisco time, (or b) if the Firm Shares are priced this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may mutually determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" PROVIDED, HOWEVER, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 5(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 12 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (on the “Representatives’ Warrants”)inside front cover concerning stabilization and over-allotment by the Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement and you, on behalf of the respective Underwriters, represent and warrant to the Company and the Operating Partnership that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $____ per share, the number of Firm Shares set forth opposite the names name of the Underwriters each Underwriter in Schedule I A hereto, subject to adjustments in accordance with Section 8 hereof. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares andIn addition, upon on the basis of the representations, warranties and representations covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters shall have an option to purchase, at their election, up to 210,000 Option Shares at a price of $______ per share, for the rightsole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any that portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option election shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect (subject to purchase less than all of the Option Shares, the Company agrees adjustment to sell to each Underwriter the eliminate fractional shares) determined by multiplying such number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total maximum number of Option Shares.
(c) Payment Shares which all of the Underwriters are entitled to purchase price hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than two or later than ten full business days after the exercise of such option, and delivery shall not in any event be prior to the Closing Date. If the date of exercise of the Option Shares option is three or more full days before the Closing Date, the notice of exercise shall be made on an set the Closing Date as the Option Closing Date Date. Certificates in definitive form for the same manner Shares to be purchased by each Underwriter hereunder, and at the same office in such denominations and registered in such names as the payment for Representative may request upon at least 48 hours' prior notice to the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will Company, shall be delivered by or on behalf of the Company to the Representatives, you for the respective accounts account of such Underwriter at such time and place as shall hereafter be designated by the several UnderwritersRepresentative, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of same day funds certified or official bank check or checks, payable to the order of the Company in next day funds. The time and date of such delivery and payment shall be, with respect to the Firm Shares, 8:00 a.m. New York, New York time, at the offices of Rxxx Capital PartnersVarnum, LLCRiddering, 800 Xxx Xxxxxxxx XxxxxXxxxxxx & Xxxxxxx LLP, 000 Xxxxxx Xxxxxx, X.X., Xxxxx 0000000, Xxxxxxx XxxxxXxxxx Xxxxxx, XX 00000Xxxxxxxx 00000 on [____], 2001, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives you and the Company determine pursuant may agree upon in writing, such time and date being herein referred to Rule 15c6-1(a) under as the Exchange Act"Closing Date," and, or, in the case of with respect to the Option Shares, at such the time and on the date and time set forth specified by you in the written notice given by you of the Underwriters' election to purchase the Option Notice. The Shares, or such other time and date of delivery of as you and the Firm Shares is Company may agree upon in writing, such time and date being referred to herein as the “"Option Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall " Such certificates will be registered in the name or names made available for checking and shall be in such denominations as the Representatives may request on behalf of the Underwriters packaging at least one (1) business day before the Closing Date, twenty-four hours prior to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any the Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat a location as may be designated by you.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to each of the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the names name of the Underwriters in such Underwriter on Schedule I VI hereto. The purchase price to be paid by the Underwriters each Underwriter to the Company for each the Firm Share Shares shall be $[●] 9.40 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any per share equal to the Per Share Price, that portion of the Option number of Additional Shares as may to which such option shall have been exercised (to be necessary adjusted so as to cover over-allotments made eliminate fractional shares) determined by multiplying such number of Additional Shares by a fraction, the numerator of which is the maximum number of Additional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in connection with Schedule VI hereto and the transactions contemplated herebydenominator of which is the maximum number of Additional Shares that all of the Underwriters are entitled to purchase hereunder. This option may be exercised by the Underwriters Representative at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by upon written notice from the Representative to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Representative otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agreeexercised. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 4(c) below.
(dc) The Firm Shares will be delivered by the Company to the Representatives, Representative for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, to an account specified by the Company to the Representative at least twenty-four (24) hours in advance, at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific TimeEastern time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (2nd), or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd) business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Shares, which shall be registered in the name or names Shares and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery Additional Shares shall be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm number of Underwritten Shares set forth opposite the their names of the Underwriters in on Schedule I hereto. I. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●_____] per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representatives at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first third business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Additional Shares obtained by multiplying (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased as the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Underwritten Shares set forth on Schedule I opposite the name of the such Underwriter in Schedule I hereto under the caption “Number of Option Shares bears to be Sold” and the denominator of which is the total number of Option Underwritten Shares.
(c) . The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Representatives, the Company agrees to make a form of such certificate available to the Representatives for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, Representatives for the respective accounts account of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersLxxxxx & Wxxxxxx LLP, LLC600 Xxxx Xxxxxx Xxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentatives so elect, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Representatives. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before next preceding the Closing DateDate at the above addresses, to the respective accounts of the several Underwriters, which delivery shall or such other location as may be made through the facilities of the Depository Trust Company’s DWAC systemmutually acceptable.
(ed) It is understood that each of the Representatives has have been authorized, for its their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Underwritten Shares and any Additional Shares the Underwriters have agreed to purchase. Each RepresentativeFBR Capital Markets & Co. and Rxxx Capital Partners LLC, individually and not as the Representative Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative the Representatives by the Closing Date or any Option applicable Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (UniTek Global Services, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the ------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable paid to the order of an account designated by the Company in writing at the offices of Rxxx Capital PartnersXxxxxx Godward LLP, LLCFive Palo Alto Square, 800 Xxx Xxxxxxxx Xxxxx0000 Xx Xxxxxx Xxxx, Xxxxx 000Xxxx Xxxx, Xxxxxxx Xxxxx, XX Xxxxxxxxxx 00000, -0000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to -------- ------- the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (on the “Representatives’ Warrants”)inside front cover concerning stabilization and over-allotment by the Underwriters, and under the first, second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Aviron)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Share Shares shall be $[●] 5.58 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in the form and substance acceptable filed as an exhibit to the RepresentativesRegistration Statement, for the purchase of an aggregate of [●] 6% of the aggregate number of shares of Common StockStock on such dates, respectively, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representatives Representative may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable. The Representatives Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall allocate agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives Warrants among them as they determine Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in their sole discretionthe effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Representative’s Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but of the Company contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $8.46 per share (the "purchase price per share"), the number of Firm Shares set forth opposite the names of the Underwriters in its name on Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the several Underwriters the an option to purchase some or all of from the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightCompany, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares at the same purchase price per share as may be necessary the Underwriters are to cover over-allotments made in connection with pay for the transactions contemplated herebyFirm Shares. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) 45th day following after the date hereofof the Prospectus Supplement/Prospectus upon written, telecopied or telegraphic notice by written notice the Representative to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercisedand the settlement date. The Option Shares shall be purchased severally, and not jointly, by each Underwriter, if purchased at all, in the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, same proportion that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Firm Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is this Agreement bears to the total number of Firm Shares to be purchased by the Underwriters under Section 2(a) above, subject to such adjustments as the Representative may in its discretion make to eliminate any fractional shares. Delivery of certificates for the Option Shares, and payment therefor, shall be made as provided in Sections 2(c) and 2(d) below.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery Delivery of the Firm Shares is referred to herein as and, if the “Closing Date.” On option granted by the Closing DateCompany in Section 2(b) above has been exercised not later than 6:30 a.m., San Francisco time, on the second business day preceding the Time of Purchase, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, Option Shares is to the respective accounts of the several Underwriters, which delivery shall be made through at the facilities office of Gibsxx, Xxnn & Xrutxxxx XXX, 1801 Xxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 xx 7:30 a.m., Denver time, on November 12, 1999, at such time on such other day, not later than seven full business days after that date, as is agreed to in writing by the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account Company and the accounts Representative or as provided in Section 8 of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.date and hour of delivery and
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 15.04 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On Delivery of the Closing Date, Underwritten Shares or the Company shall deliver the Firm Additional Shares, which as applicable shall be made on the applicable Closing Date through the electronic DWAC facilities of Corporate Stock Transfer, Inc., and such Shares shall be registered in the such name or names and shall be in such denominations denominations, as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative instructed by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agrees to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 6.65 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters Representative the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Representative shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect Representative elects to purchase less than all of the Option Additional Shares, the Company agrees to sell to each Underwriter the Representative the number of Option Shares obtained by multiplying the number of Option Additional Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) notice. Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(d) . For the purpose of expediting the checking of the certificate for the Additional Shares by the Representative, the Company agrees to make a form of such certificate available to the Representative for such purpose at least one full business day preceding the Option Closing Date. The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxx Xxxxxx, Carret & Company, LLC, 800 000 Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx, XX 00000-0000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific TimeEST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Representative. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Underwriters may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 9:30 a.m. EST on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a5(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the purchase of an aggregate of [●] shares of Class A Common StockStock of the Company, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, herein:
(a) The Company and each of the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters Selling Stockholders agree, severally and not jointly, to purchase sell to each of the Firm Shares set forth opposite the names Underwriters, and each of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightagrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at the a purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company $ per Share (the “Option NoticeInitial Share Price”). The Option Notice shall set forth , the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless sold by the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all each of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice Selling Stockholders as set forth opposite their respective names on Schedule II hereto by a fraction, the numerator of which is the aggregate number of Option Firm Shares to be purchased by such Underwriter as set forth opposite the name of the such Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total aggregate number of Option Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders as and to the extent indicated in Schedule II hereto agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the each such Selling Stockholder, at the purchase price per share set forth in clause (a) of this Section 3, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.
(b) The Fund Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 3,515,625 Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys in Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Firm Shares Closing Date (as defined in Section 3(c) hereof) or, unless you and the Attorneys in Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
(c) Payment of the purchase price for for, and delivery of the Option Firm Shares shall be made at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Foxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, at 10:00 a.m., New York City time, on an Option the fourth business day following the date of this Agreement or at such time on such other date, not later than seven (7) business days after the date of this Agreement, as shall be agreed upon by the Company, the Selling Stockholders and the Representatives (such time and date of delivery and payment are called the “Firm Shares Closing Date”). In addition, if any or all of the Optional Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of the certificates, for such Optional Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives, the Company and the Fund Selling Stockholders, on each date of delivery as specified in the notice from the Representatives to the Company (such time and date of delivery and payment are called the “Optional Shares Closing Date”). The Firm Shares Closing Date in and any Optional Shares Closing Date are called, individually, a “Closing Date” and, together, the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below“Closing Dates.”
(d) The Payment for (i) the Firm Shares will shall be delivered made by wire transfer of immediately available (same day) funds to the respective bank accounts designated by the Company and the Custodian not less than 24 hours prior to the Representativesapplicable Closing Date, and (ii) the Optional Shares shall be made to the Custodian by wire transfer of immediately available (same day) funds to the respective bank account designated by the Custodian not less than 24 hours before the Optional Shares Closing Date, in each case, against delivery of the respective certificates to the Representatives for the respective accounts of the several UnderwritersUnderwriters of certificates for the Shares to be purchased by them.
(e) The Shares to be purchased hereunder will be represented by one or more definitive global securities in book-entry form which will be deposited by or on behalf of the Company and the Selling Stockholders with The Depository Trust Company (“DTC”) or its designated custodian. The Company and the Selling Stockholders, severally and not jointly, will deliver the Shares to the Representatives for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor in accordance with Section 3(d), by wire transfer of same day funds payable causing DTC to credit the Shares to the order account of the Company at the offices of Rxxx Capital PartnersXxxxxxx, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Sachs & Co. (“Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, ”) at 6:00 a.m. Pacific Time, on DTC. Certificates evidencing the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or such names and shall be in such denominations as the Representatives may shall request at least two full business days before the Firm Shares Closing Date or, in the case of Optional Shares, on the day of notice of exercise of the option as described in Section 3(c) and shall be delivered by or on behalf of the Company and the Selling Stockholders to the Underwriters through the facilities of DTC for the account of each of such Underwriters. The Company and the Selling Stockholders will cause the certificates representing the Shares to be made available for checking and packaging, at least one (1) such place as is designated by the Representatives, on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option the Optional Shares Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to each of the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the names name of the Underwriters in such Underwriter on Schedule I VI hereto. The purchase price to be paid by the Underwriters each Underwriter to the Company for each the Firm Share Shares shall be $[●[ ] per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to purchase some or all of the Additional Shares, and the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any per share equal to the Per Share Price, that portion of the Option number of Additional Shares as may to which such option shall have been exercised (to be necessary adjusted so as to cover over-allotments made eliminate fractional shares) determined by multiplying such number of Additional Shares by a fraction, the numerator of which is the maximum number of Additional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in connection with Schedule VI hereto and the transactions contemplated herebydenominator of which is the maximum number of Additional Shares that all of the Underwriters are entitled to purchase hereunder. This option may be exercised by the Underwriters Representative at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by upon written notice from the Representative to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Representative otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agreeexercised. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 4(c) below.
(dc) The Firm Shares will be delivered by the Company to the Representatives, Representative for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, to an account specified by the Company to the Representative at least twenty-four (24) hours in advance, at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific TimeEastern time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (2nd), or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd) business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Shares, which shall be registered in the name or names Shares and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery Additional Shares shall be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase the Firm respective number of Underwritten Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 0.651 per shareshare (the "Per Share Price").
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The number of Additional Shares to be purchased by each Underwriter shall be the same percentage (as adjusted by the Representative to eliminate fractional shares) of the total number of Additional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Underwritten Shares. This option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice from the Representative to the Company (the “"Option Notice”"). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “"Option Closing Date”"); provided, however, that the Option Closing Date shall not be earlier than the Firm Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares is referred to herein as the “"Firm Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names " and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account Firm Closing Date and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, is sometimes referred to herein as a "Closing Date." If the case Representative so elects, delivery of the Underwritten Shares and Additional Shares may be, for be made by credit through full fast transfer to the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat The Depository Trust Company designated by the Representative.
(fd) On the each Closing Date, the Company shall issue to the Representatives Underwriters (and/or their respective designees), ) warrants (each an "Underwriter Warrant" and, collectively, the “Representatives’ "Underwriter Warrants”"), in the form and substance acceptable to the Representativesattached hereto as Schedule IV, for the purchase of (i) in the case of the Underwriter Warrants issuable on the Firm Closing Date, an aggregate of [●] 1,120,000 shares of Common Stock, which shall be registered and (ii) in the name or names and shall be in such denominations as case of the Representatives may request at least one (1) business day before Underwriter Warrants issuable on the Option Closing Date, a number of shares of Common Stock equal to 10% of the Additional Shares purchased by the Underwriters on the Option Closing Date. The Representatives number of Underwriter Warrants shall allocate be allocated among the Representatives Warrants among them Underwriters in proportion to the number of Shares underwritten by each Underwriter as they determine in their sole discretionset forth on Schedule I hereto.
Appears in 1 contract
Samples: Underwriting Agreement (General Employment Enterprises Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter the Underwritten Shares, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Underwritten Shares. The purchase price for each Underwritten Share shall be $9.73 per share (the “Per Share Price”). Notwithstanding the foregoing, the Underwriter hereby acknowledges that it is not being paid a fee for the Underwritten Shares sold to Kaleil Xxxxx Xxxxxx or any entity affiliated with Kaleil Xxxxx Tuzman, however, all such Underwritten Shares being sold to any entity affiliated with Kaleil Xxxxx Xxxxxx are being underwritten by the Underwriter. The Company agrees to pay the Underwriter’s compensation as set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and or from time to time on or before 11:59 Pacific time on the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriter, the Company agrees to make a form of such certificate available to the Underwriter for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of immediately available or same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 approximately 7:00 a.m. Pacific Time, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateUnderwriter so elects, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Underwriter. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Underwriter may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. Pacific Time on the business day before next preceding the Closing DateDate at the above addresses, to the respective accounts of the several Underwriters, which delivery shall or such other location as may be made through the facilities of the Depository Trust Company’s DWAC systemmutually acceptable.
(ed) It is understood that each of The Underwriter shall endeavor to sell the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementboth retail and institutional investors.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $1.767 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule IV hereto, and (ii) in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company for each Firm agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is forty-five (30th45) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersNational Securities Corporation, LLC200 Xxxxx Xxxxxx, 800 Xxx Xxxxxxxx Xxxxx25th Floor, Xxxxx 000New York, Xxxxxxx Xxxxx, XX 00000NY 10281, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Underwriter so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such at The Depository Trust Company designated by the Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Share shall be $3.05 per share. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 2.8365 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $2.8365 per share. This option may be exercised by the Underwriters Representative at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000Xxxxxxxx, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific New York Time, on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under the Exchange Act (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth (4th) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall shall, with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, for the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Shares from the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoCompany. The purchase price to be paid by the Underwriters to the Company for each Firm Share Underwriter shall be $[●] per sharefor each Firm Share (the “Per Share Purchase Price”).
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Shares Shares, and, upon the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriter for the Option Shares shall be the Per Share Purchase Price. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth forty-fifth) (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number amount of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersLadenburg Txxxxxxx & Co. Inc., LLC200 Xxxx Xxxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery Shares shall be made through the facilities of the Depository Depositary Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Verb Technology Company, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 8.0628 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital PartnersWedbush Securities Inc., LLC1000 Xxxxxxxx Xxxxxxxxx, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific 1:00 p.m. Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Fennec Pharmaceuticals Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares set forth opposite the names name of the Underwriters Underwriter in Schedule I hereto. The purchase price to be paid by the Underwriters Underwriter to the Company for each Firm Share shall be $[●] 1.953 per share.
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriter for the Option Shares shall be $1.953 per share. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagrees. If the Underwriters elect Underwriter elects to purchase less than all of the Option Shares, the Company agrees to sell to each the Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Underwriter may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts account of the several UnderwritersUnderwriter, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Share shall be $1.45 per share. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 1.363 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $1.363 per share. This option may be exercised by the Underwriters Representative at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Aegis Capital PartnersCorp., LLC000 0xx Xxxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific New York Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall shall, with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, for the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Opgen Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 2.35 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dc) below.
(dc) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx 20 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On If the Closing DateUnderwriter elects, delivery of the Shares shall be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Underwriter. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Underwriter may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Solitario Exploration & Royalty Corp.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm respective numbers of Underwritten Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 0.47125 per shareshare (the “Per Share Price”).
(b) The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Underwritten Shares nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option SharesSuch Additional Shares shall be purchased, severally and not jointly, from the Company agrees to sell to for the account of each Underwriter in the same proportion as the number of Option Shares obtained by multiplying the number shares of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Underwritten Shares set forth opposite the such Underwriter’s name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares bears to be Sold” and the denominator of which is the total number of Option Shares.
shares of Underwritten Shares (c) subject to adjustment by the Underwriters to eliminate fractions). Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, Representative for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Timetime, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf delivery of the Underwriters at least one (1) business day before the Closing Date, Underwritten Shares and any Additional Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the account at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 1.2555 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $1.2555 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxxx & Company (UK) Ltd., LLC000 Xxxxx Xxxxxx, 800 Xxx Xxxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees to issue sell to each Underwriter and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $____ per share, the number of Firm Shares set forth opposite the names name of the Underwriters each Underwriter in Schedule I A hereto, subject to adjustments in accordance with Section 8 hereof. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares andIn addition, upon on the basis of the representations, warranties and representations covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters shall have an option to purchase, at their election, up to 187,500 Option Shares at a price of $______ per share, for the rightsole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representative of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any that portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option election shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect (subject to purchase less than all of the Option Shares, the Company agrees adjustment to sell to each Underwriter the eliminate fractional shares) determined by multiplying such number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total maximum number of Option SharesShares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representative but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representativesa. m. Palo Alto time, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxx, LLCXxxx & Xxxxxxxx LLP, 800 Xxx Xxxxxxxx XxxxxXxxxxxxxxx Xxxxxx, Xxxxx 00026th Floor, Xxxxxxx XxxxxSan Francisco, XX 00000California 94104 on December __, 1999, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives you and the Company determine pursuant may agree upon in writing, such time and date being herein referred to Rule 15c6-1(a) under as the Exchange Act"Closing Date," and, or, in the case of with respect to the Option Shares, at such the time and on the date and time set forth specified by you in the written notice given by you of the Underwriters' election to purchase the Option Notice. The Shares, or such other time and date of delivery of as you and the Firm Shares is Company may agree upon in writing, such time and date being referred to herein as the “"Option Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall " Such certificates will be registered in the name or names made available for checking and shall be in such denominations as the Representatives may request on behalf of the Underwriters packaging at least one (1) business day before the Closing Date, twenty-four hours prior to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any the Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat a location as may be designated by you.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 4.4175 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $4.4175 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Spartan Capital PartnersSecurities, LLC, 800 Xxx 00 Xxxxxxxx - 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC Deposit or Withdrawal at Custodian (“DWAC”) system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the The Company shall hereby agrees to issue to the Representatives underwriters (and/or their respective designees), ) on the Closing Date five-year warrants (collectively, the “RepresentativesUnderwriters’ WarrantsWarrant”), in form and substance acceptable to the Representatives, ) for the purchase of an aggregate of [●] shares 130,474 Common Shares, representing up to 5% of the Firm Shares (allocated equally between each Underwriter). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six months from the closing of the offering at an initial exercise price per share of Common StockShares equal to 125% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Underwriters’ Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrant Agreement and the underlying Common Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Agreement and by its acceptance thereof shall agree that it will not sell, which transfer, assign, pledge or hypothecate the Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be registered made on the Closing Date and shall be issued in the name or names and shall be in such authorized denominations as the Representatives Underwriters may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionrequest.
Appears in 1 contract
Samples: Underwriting Agreement (Lytus Technologies Holdings PTV. Ltd.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several Underwriterseach Underwriter, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to $0.79 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of such Underwriter on Schedule III hereto, and (ii) in the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Representative shall exercise the election to purchase Additional Shares as provided below, the Company for agrees to issue and sell to each Firm Underwriters, and each Underwriter agrees, severally and not jointly to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in this Section 3(a) The above, the Company hereby grants to the Underwriters the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Representative in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is thirty (30th30) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Representative and the Representative shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersThe Benchmark Company, LLC, 800 Xxx Xxxxxxxx 000 Xxxx 00xx Xx., 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as directed by the Representative and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Representative so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementat The Depository Trust Company designated by the Representative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Movano Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] $ per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxxx Xxxxx & Company, LLCL.L.C., 800 Xxx Xxxxxxxx 000 X. Xxxxxxxxx Xxxxx, Xxxxx 000Xxxxxxx, Xxxxxxx Xxxxx, XX Xxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Restoration Robotics, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under (subject to adjustment as provided in Section 10). Delivery of the caption “Number of Option Firm Shares to be Sold” and purchased by the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares Underwriters pursuant to this Section 3 shall be made on an Option Closing Date in by credit through full FAST transfer to the same manner and accounts at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered Depository Trust Company designated by the Company to the Representatives, for the respective accounts of the several Underwriters, Representatives against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of the Company Company. Such delivery and payment shall take place at the offices of Rxxx Capital PartnersDewex Xxxxxxxxxx XXX, LLC1301 Avenue of the Americas, 800 Xxx Xxxxxxxx XxxxxNew York, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, New York (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company) at 7:00 A.M., at 6:00 a.m. Pacific Time, San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for verification at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) . It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds payment for firm shares shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public 14 offering price of $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (on page 3 concerning stabilization and over-allotment by the “Representatives’ Warrants”)Underwriters, and under the second, sixth and seventh paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Novacare Employee Services Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Shares set forth opposite the names name of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
(b) The Company Selling Stockholder hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a5(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyShares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Selling Stockholder and the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company Company, the Selling Stockholder and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as is applicable to the Company as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several UnderwritersUnderwriter, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(asecond (2nd) under the Exchange Act (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several respective Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust and Transfer Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Initial Underwriter Warrants”), in form and substance substantially in the form attached hereto as Exhibit C, for the purchase of an aggregate of [•] shares of Common Stock, registered in the name or names and shall be in such denominations as the Representative may request at least one (1) business day before the Closing Date. In the event that the Underwriters exercise the option to purchase some or all of the Option Shares, on each Option Closing Date, the Company shall issue to the Representative (and/or its designees), warrants (the “Option Underwriter Warrants,” and, together with the Initial Underwriter Warrants, the “Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the to purchase that number of an aggregate of [●] shares of Common StockStock that is equal to six percent (6%) of the number of Option Shares being purchased on such Option Closing Date, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Option Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwritten Shares, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 4.935 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover any over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised exercised, nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified agree in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shareswriting.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (d) below.
(d) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Representative against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, Canaccord Genuity LLC, 800 Xxx Xxxxxxxx 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000Xxxxxx, Xxxxxxx Xxxxx, XX Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific TimeEastern daylight time, on the date specified for regular way settlement in second (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern daylight time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateRepresentative so elects, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf delivery of the Underwriters at least one (1) business day before the Closing Date, Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the account at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this AgreementRepresentative.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Rada Electronic Industries LTD)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein containedof the Company and the Sole Stockholder contained in this Agreement, but and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share, the respective number of Firm Shares set forth opposite the names name of the Underwriters in such Underwriter on Schedule I hereto. The purchase price to be paid by the Underwriters this Agreement (subject to the Company for each Firm Share shall be $[●] per shareadjustment as provided in Section 8 of this Agreement).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon On the basis of the warranties several (and representations not joint) covenants and agreements of the Underwriters contained in this Agreement, and subject to the terms and conditions herein set forthforth in this Agreement, the Company grants an option to the several Underwriters shall have to purchase from the rightCompany, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares at the same price per share as may be necessary the Underwriters are to cover over-allotments made in connection with pay for the transactions contemplated herebyFirm Shares. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 45th day following after the date hereofof the Prospectus upon written, telecopied or telegraphic notice by written notice the Representative to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercisedand the settlement date. The Option Shares shall be purchased severally, and not jointly, by each Underwriter, if purchased at all, in the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, same proportion that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Firm Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is this Agreement bears to the total number of Firm Shares to be purchased by the Underwriters under Section 2(a) above, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. Delivery of certificates for the Option Shares, and payment therefor, shall be made as provided in Section 2(c) and Section 2(d) below.
(c) Delivery of the Firm Shares and the Option Shares (if the option granted by the Company in Section 2(b) above has been exercised not later than 6:30 a.m., San Francisco time, on the date two business days preceding the Closing Date), and payment therefor, less the non-accountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall be made at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., San Francisco time, on February __, 1998, or at such time on such other day, not later than seven full business days after such date, as shall be agreed upon in writing by the Company and the Representative, or as provided in Section 8 of this Agreement. The date and hour of delivery and payment for the Firm Shares are referred to in this Agreement as the "Closing Date." As used in this Agreement, "business day" means a day on which the Nasdaq National Market is open for trading and on which banks in New York and California are open for business and not permitted by law or executive order to be closed.
(d) If the option granted by the Company in Section 2(b) above is exercised after 6:30 a.m., San Francisco time, on the date two business days preceding the Closing Date, delivery of the Option Shares and payment therefor, less the applicable portion, if any, of the non-accountable expense allowance provided for in Section 4(a)(ii) of this Agreement, shall be made at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, at 6:30 a.m., San Francisco time, on the date specified by the Representative (which shall be three or four, or fewer, business days after the exercise of the option, but not in excess of the period of time specified in the Rules and Regulations).
(e) Payment of the purchase price for and delivery of the Option Shares by the several Underwriters shall be made on an Option Closing Date by certified or official bank check, checks drawn in same-day funds or wire transfer, payable to the same manner and at order of the same office as the Company. Such payment shall be made upon delivery of certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, you for the respective accounts of the several Underwriters, against payment of . Certificates for the purchase price therefor by wire transfer of same day funds payable Shares to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant delivered to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which you shall be registered in the such name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) two business day days before the Closing Date, in the case of Firm Shares, and at least one business day prior to the respective accounts purchase of the several UnderwritersOption Shares, which delivery shall in the case of the Option Shares. Such certificates will be made through available to the facilities Underwriters for inspection, checking and packaging at a location in San Francisco, California as the Representative may designate, not less than one full business day prior to the Closing Date or, in the case of the Option Shares, by 12:00 p.m., San Francisco time, on the first business day preceding the date of purchase. If the Representative so elects, delivery of the Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company’s DWAC systemCompany designated by the Representative.
(ef) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, Underwriters propose to accept delivery of and receipt for, and make payment of offer the purchase price for, Shares for sale to the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not public as soon as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any deems it advisable to do so. The Firm Shares are to be purchased by any Underwriter whose funds shall not have been received by such initially offered to the public at the public offering price set forth (or to be set forth) in the Prospectus. The Representative by may from time to time thereafter change the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementpublic offering price and other selling terms.
(fg) On The information set forth in the Closing Datelast paragraph on the front cover page (insofar as such information relates to the Underwriters), the Company shall issue legend respecting stabilization set forth on the inside front cover page and the statements in the third and eighth paragraphs set forth under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitute the only information furnished by the Underwriters to the Representatives (and/or their designees)Company for inclusion in any Preliminary Prospectus, warrants (the “Representatives’ Warrants”), in form and substance acceptable to Prospectus or the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionRegistration Statement.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 7.254 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $7.254 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital Partners, LLCCorp., 800 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Document Security Systems Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several respective Underwriters, and each of the several Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule I hereto, subject to adjustment in accordance herewith. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
4.44125 (b) The the “Purchase Price”), which amount is inclusive of the underwriting fee payable by the Company as described in the Prospectus. In addition, the Company hereby grants to the respective Underwriters the option to purchase some or all of the Option Shares andpurchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, each of the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at from the purchase price set forth in Section 4(a) Company all or any a portion of the Option Additional Shares set forth opposite the name of such Underwriter in Schedule I hereto as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyoffering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered as determined by the Underwriters (such date and time being herein referred to as the “Option Subsequent Closing Date”); provided, however, that that, unless the Option Company and the Representative otherwise agree in writing, the Subsequent Closing Date shall not be earlier than the Initial Closing Date (as defined below) nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth tenth business day after the date on which the option shall have been exercised unless the Company exercised. For purposes of this Agreement, “business day” shall mean any day on which commercial banks are open for business in New York and the Representatives otherwise agreeTel Aviv. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price Purchase Price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxx, LLCXxxx & Xxxxxxx LLP, 800 Xxx Xxxxxxxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxxxxxxxxxxxx 00000 or such other location as may be mutually acceptable or by electronic exchange of documents, at 10:00 a.m. Eastern time on February 5, 2014, or at such other time and date as agreed to in writing by the Representative and the Company, such time and date of delivery being herein referred to as the “Initial Closing Date.” Electronic transfer of the Firm Shares shall be made to the Underwriters at the Time of Purchase in such names and in such denominations as the Representative shall specify. Payment of the purchase price for the Additional Shares shall be made at the Subsequent Closing Date in the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriters at the Subsequent Closing Date in such names and in such denominations as the Representative shall specify. The Initial Closing Date and the Subsequent Closing Date are referred to collectively herein as “Closing Dates” and each as a “Closing Date.” If the Representative so elects, delivery of the Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. Certificates representing the Shares in definitive form and in such denominations and registered in such names as the Representative may request, upon at least two business days’ prior notice to the Company, or evidence of their issuance, will be made available for checking at a reasonable time preceding the Initial Closing Date at the offices of Xxxxxx, Hall & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, XX Xxxxxx, Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] $ per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $ per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriters otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital Partners, LLCCorp., 800 Xxx Xxxxxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Document Security Systems Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●[ ] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $[ ] per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Spartan Capital PartnersSecurities, LLC, 800 Xxx 00 Xxxxxxxx - 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC Deposit or Withdrawal at Custodian (“DWAC”) system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the The Company shall hereby agrees to issue to the Representatives Representative (and/or their its designees), warrants ) on the Closing Date a five-year warrant (the “Representatives’ WarrantsRepresentative’s Warrant”), in form and substance acceptable to the Representatives, ) for the purchase of an aggregate of [●] shares __________ Common Shares, representing up to 5% of the Firm Shares. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six months from the closing of the offering at an initial exercise price per share of Common StockShares equal to 125% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Representative’s Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying Common Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Agreement and by its acceptance thereof shall agree that it will not sell, which transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement shall be registered made on the Closing Date and shall be issued in the name or names and shall be in such authorized denominations as the Representatives Representative may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionrequest.
Appears in 1 contract
Samples: Underwriting Agreement (Lytus Technologies Holdings PTV. Ltd.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 6.045 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, Shares the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the purchase of Common Stock in an amount equal to an aggregate of [●] shares 5.0% of Common Stockthe Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request at least one (1) business day before the Closing Date. The Representatives On any Option Closing Date, the Company shall allocate issue to the Representatives Warrants among them Representative (and/or its designees), additional Underwriter Warrants, for the purchase of Common Stock in an amount equal to an aggregate of 5.0% of the Option Shares being purchased on such Option Closing Date, which shall be registered in the name or names and shall be in such denominations as they determine in their sole discretionthe Representative may request at least one (1) business day before the Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] _______ per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters Underwriter the option to purchase some or all of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below. For the purpose of expediting the checking of the certificate for the Additional Shares by the Underwriter, the Company agrees to make a form of such certificate available to the Underwriter for such purpose at least one full business day preceding the Option Closing Date.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx 00 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific TimePST, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On If the Closing DateUnderwriter so elects, delivery of the Underwritten Shares and Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company shall deliver designated by the Firm Underwriter. Certificates representing the Shares, which shall be registered in the name or names definitive form and shall be in such denominations and registered in such names as the Representatives Underwriter may request on behalf of the Underwriters upon at least one (1) two business days’ prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m. PDT on the business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by next preceding the Closing Date at the above addresses, or any Option Closing Date, such other location as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreementbe mutually acceptable.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 0.651 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $0.651 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital PartnersCorp., LLC000 Xxxxxxx Xxxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Avinger Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company several Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of an account specified by the Company in writing at the offices of Rxxx Capital PartnersWolf, LLCBlock, 800 Xxx Xxxxxxxx Xxxxxx & Xxxxx-Xxxxx, 000 Xxxxx 00000xx Xxxxxx, Xxxxxxx XxxxxPackard Building, XX 0000012th Floor, Philadelphia, Pennsylvania 19102-2678 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company, at 6:00 a.m. Pacific Time10:00 A.M., New York time (i) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (ii) if this Agreement is executed and delivered after 4:30 p.m. Eastern P.M., New York time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (iii) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery being herein called the "Closing Date;" provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares is referred to herein be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives you may reasonably request on behalf of the Underwriters for checking at least one (1) full business day before prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the at The Depository Trust Company’s DWAC system.
(e) Company designated by the Representatives. It is understood that each of the Representatives has been authorizedyou, for its own account and the accounts of the several Underwritersindividually, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose funds check or checks shall not have been received by such Representative by you prior to the Closing Date or any Option Closing Date, as the case may be, for the account of Firm Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any of its or their obligations under this Agreement.
(f) On hereunder. After the Closing DateRegistration Statement becomes effective, the Company shall issue several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Representatives (and/or their designeesUnderwriters), warrants (on the “Representatives’ Warrants”)inside front cover concerning stabilization and over-allotment by the Underwriters, and under the _____ and _____ paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in form and substance acceptable to the Representativeslight of the circumstances under which they were made, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionnot misleading.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares Shares, to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 4.44125 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Xxxx Capital Partners, LLC, 800 000 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Atomera Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 0.3255 per shareShare.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a)) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time time, in whole or in part, on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives Underwriters (and/or their designees), warrants (the “Representatives’ Underwriter Warrants”), in form and substance acceptable to the RepresentativesRepresentative, for the purchase of an aggregate of [●] 357,500 shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Share Shares shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in the form and substance acceptable filed as an exhibit to the RepresentativesRegistration Statement, for the purchase of an aggregate of [●] 10% of the aggregate number of shares of Common StockStock on such dates, respectively, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representatives Representative may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable. The Representatives Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall allocate agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives Warrants among them as they determine Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in their sole discretionthe effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Share Shares shall be $[●] 5.58 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in the form and substance acceptable filed as an exhibit to the RepresentativesRegistration Statement, for the purchase of an aggregate of [●] 10% of the aggregate number of shares of Common StockStock on such dates, respectively, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representatives Representative may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable. The Representatives Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall allocate agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives Warrants among them as they determine Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in their sole discretionthe effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Underwritten Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, agree to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoUnderwritten Shares. The purchase price to be paid by the Underwriters to the Company for each Firm Underwritten Share shall be $[●] 0.47 per shareshare (the “Per Share Price”). The Per Share Price represents a 6% discount from the public offering price.
(b) The Company hereby grants to the Underwriters the option to purchase some all or all any portion of the Option Additional Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the Per Share Price , in each case, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Representative at any time and from time to time (but not more than once) on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Underwritten Shares as set forth in subparagraph (dc) below.
(dc) The Firm Underwritten Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Chardan Capital Partners, Markets LLC, 800 Xxx Xxxxxxxx Xxxxx00 Xxxxx Xxxxxx, Xxxxx 0000000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in third (or if the Underwritten Shares are priced, as contemplated by Rule 15c6-1(a1(c) under the Exchange Act (or if the Firm Shares are priced Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Underwritten Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On Delivery of the Closing Date, Underwritten Shares or the Company shall deliver the Firm Additional Shares, which as applicable, shall be made on the applicable Closing Date through the electronic DWAC facilities of Depository Trust Company and such Underwritten Shares and Additional Shares shall be registered in the such name or names names, and shall be in such denominations denominations, as instructed by the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC systemRepresentative.
(ed) It is understood that each The Company hereby agrees to issue to the Representative as partial compensation for its services hereunder shares of Common Stock in an amount equal to one percent (1.0%) of the Representatives has been authorized, for its own account total number of Underwritten Shares and Additional Shares sold in the accounts of Offering (the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase“Representative’s Shares”). Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the The Company shall issue to the Representatives (and/or their designees)Representative, warrants (400,000 Representative’s Shares on the “Representatives’ Warrants”), in form and substance acceptable Closing Date. The Company shall issue to the RepresentativesRepresentative on each Option Closing Date, for Representative’s Shares equal to one percent (1.0%) of the purchase total number of an aggregate Additional Shares sold on such Option Closing Date. Delivery of [●] shares the Representative’s Shares shall be made on the applicable Closing Date through the electronic DWAC facilities of Common Stock, which Depository Trust Company and such Representative’s Shares shall be registered in the such name or names names, and shall be in such denominations denominations, as instructed by the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●[ ] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $[ ] per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be SoldPurchased” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Spartan Capital PartnersSecurities, LLC, 800 Xxx 00 Xxxxxxxx - 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC Deposit or Withdrawal at Custodian (“DWAC”) system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares Securities to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the The Company shall hereby agrees to issue to the Representatives underwriters (and/or their respective designees), ) on the Closing Date five-year warrants (collectively, the “RepresentativesUnderwriters’ WarrantsWarrant”), in form and substance acceptable to the Representatives, ) for the purchase of an aggregate of [●] shares __________ Common Shares, representing up to 5% of the Firm Shares (allocated equally between each Underwriter). The Underwriters’ Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six months from the closing of the offering at an initial exercise price per share of Common StockShares equal to 125% of the initial public offering price of the Firm Shares (subject to adjustment as set forth therein). The Underwriters’ Warrant Agreement and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrant Agreement and the underlying Common Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Agreement and by its acceptance thereof shall agree that it will not sell, which transfer, assign, pledge or hypothecate the Underwriters’ Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the offering of the Securities or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriters’ Warrant Agreement shall be registered made on the Closing Date and shall be issued in the name or names and shall be in such authorized denominations as the Representatives Underwriters may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretionrequest.
Appears in 1 contract
Samples: Underwriting Agreement (Lytus Technologies Holdings PTV. Ltd.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares as hereinafter set forth opposite the names of the Underwriters in Schedule I heretoforth. The purchase price to be paid by the Underwriters obligation of each Underwriter to the Company for each Firm Share shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate that number of Option Firm Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the such Underwriter in Schedule I A hereto under the caption “Number (subject to adjustment as provided in Section 10). Delivery of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment definitive certificates for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will to be delivered purchased by the Company Underwriters pursuant to the Representatives, for the respective accounts of the several Underwriters, this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable funds, paid to the order an account designated by of the Company Company, at the offices of Rxxx Capital PartnersWilsxx Xxxxxxx Xxxxxxxx & Xosaxx, LLC000 Xxxx Xxxx Xxxx, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxxx Xxxx, XX 00000, or -0000 (xx at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 6:00 a.m. Pacific Time7:00 A.M., San Francisco time (a) on the date specified for regular way settlement in Rule 15c6-1(athird (3rd) under full business day following the Exchange Act (or if the Firm first day that Shares are priced traded, (b) if this Agreement is executed and delivered after 4:30 p.m. Eastern 1:30 P.M., San Francisco time, the date specified therein), fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6-1(a) under the Exchange ActSection 10 hereof), or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of payment and delivery of being herein called the Firm Shares is referred to herein as the “"Closing Date.” On the Closing Date;" provided, however, that if the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be has not made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue available to the Representatives (and/or their designees)copies of the Prospectus within the time provided in Section 4(d) hereof, warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine may, in their sole discretion., postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each the Firm Share Shares shall be $[●] per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Representative otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the RepresentativesRepresentative, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company Company, at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 7:30 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares Shares, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Option Shares the Underwriters have agreed to purchase. Each The Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, and on each Option Closing Date, as the case may be, the Company shall issue to the Representatives Representative (and/or their its designees), warrants (the “Representatives’ Underwriter Warrants”), in the form and substance acceptable filed as an exhibit to the RepresentativesRegistration Statement, for the purchase of an aggregate of [●5%][7%] of the aggregate number of shares of Common StockStock on such dates, respectively, which shall be registered in the name or names names, and shall be in such denominations denominations, as the Representatives Representative may request at least one (1) business day before the Closing Date or Option Closing Date, as applicable. The Representatives Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the shares of Common Stock underlying the Representative’s Warrants during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall allocate agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives Warrants among them as they determine Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in their sole discretionthe effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter, or (ii) a bona fide officer or partner of the Underwriters; and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company the Firm Shares set forth opposite the names of the Underwriters in Schedule I heretoShares. The purchase price to be paid by the Underwriters Underwriter to the Company for each the Firm Share Shares shall be $[●] 1.122 per shareshare (the “Per Share Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon On the basis of the representations, warranties and representations and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters Company hereby grants to the Underwriter an option to purchase some or all of the Additional Shares, and the Underwriter shall have the right, severally and not jointly, right to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Additional Shares at the price per share equal to the Per Share Price, as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Underwriters Underwriter at any time and from time to time time, on multiple occasions, on or before the thirtieth (30th) day following the date hereof, by upon written notice from the Underwriter to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that that, unless the Company and the Underwriter otherwise agree, the Option Closing Date shall not be earlier than the Closing Date (as defined below) with respect to the Firm Shares, nor earlier than the first (1st) business day after the date on which the option shall have been exercised exercised, nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agreeexercised. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Additional Shares shall be made on an the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 4(c) below.
(dc) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 10:00 a.m. Pacific TimeEastern time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (2nd), or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth (4th) business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Additional Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares or the Additional Shares, as applicable, is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver Delivery of the Firm Shares, which shall be registered in the name or names Shares and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery Additional Shares shall be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative Company designated by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Torchlight Energy Resources Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties warranties, covenants and agreements herein contained, but of the Company contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the several Underwriters agreeagrees, severally and not jointly, to purchase from the Company, at a purchase price of $___ per share, the respective number of Firm Shares set forth opposite the names name of such Underwriter on Schedule I to this Agreement (subject to adjustment as provided in Section 8 of this Agreement). (If a Pricing Agreement is used and the price at which the Underwriters in Schedule I hereto. The are to purchase price to be paid the Firm Shares has not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the Underwriters close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability or other obligation of any party to the other party, provided that the engagement letter, dated as of October 14, 1996, between the Company for each Firm Share shall be $[●] per shareand Van Xxxxxx & Xompany will remain in full force and effect to the extent stated in the next to the last paragraph of such letter).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon On the basis of the warranties several (and representations not joint) covenants and agreements of the Underwriters contained in this Agreement and subject to the terms and conditions herein set forthforth in this Agreement, the Company grants an option to the several Underwriters shall have to purchase from the rightCompany, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares at the same price per share as may be necessary the Underwriters are to cover over-allotments made in connection with pay for the transactions contemplated herebyFirm Shares. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth (30th) 45th day following after the date hereofof the Prospectus upon written, telecopied or telegraphic notice by written notice the Representative to the Company (the “Option Notice”). The Option Notice shall set setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option is being exercisedand the settlement date. The Option Shares shall be purchased severally, and not jointly, by each Underwriter, if purchased at all, in the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, same proportion that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Firm Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is this Agreement bears to the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Parallel Petroleum Corp /De/)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several respective Underwriters, and each of the several Underwriters agreeUnderwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule I hereto, subject to adjustment in accordance herewith. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] per share.
12.69 (b) The the “Purchase Price”), which amount is inclusive of the financial advisory fee payable by the Company as described in the Prospectus. In addition, the Company hereby grants to the respective Underwriters the option to purchase some or all of the Option Shares andpurchase, and upon the basis of the representations and warranties and representations and subject to the terms and conditions herein set forth, each of the Underwriters shall have the rightright to purchase, severally and not jointly, to purchase at from the purchase price set forth in Section 4(a) Company all or any a portion of the Option Additional Shares set forth opposite the name of such Underwriter in Schedule I hereto as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyoffering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered as determined by the Underwriters (such date and time being herein referred to as the “Option Subsequent Closing Date”); provided, however, that that, unless the Option Company and the Representative otherwise agree in writing, the Subsequent Closing Date shall not be earlier than the Initial Closing Date (as defined below) nor earlier than the first second business day after the date on which the option shall have been exercised nor later than the fifth tenth business day after the date on which the option shall have been exercised unless the Company and the Representatives otherwise agreeexercised. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price Purchase Price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital PartnersXxxxxx, LLCXxxx & Xxxxxxx LLP, 800 Xxx Xxxxxxxx Xxxxxxxxxxxxx Xxxxx, Xxxxx 000Xxxxxx, Xxxxxxxxxxxxx 00000 or such other location as may be mutually acceptable, at 10:00 a.m. Eastern time on July 30, 2013, or at such other time and date as agreed to in writing by the Representative and the Company, such time and date of delivery being herein referred to as the “Initial Closing Date.” Electronic transfer of the Firm Shares shall be made to the Underwriters at the Time of Purchase in such names and in such denominations as the Representative shall specify. Payment of the purchase price for the Additional Shares shall be made at the Subsequent Closing Date in the same manner and at the same office as the payment for the Firm Shares. Electronic transfer of the Additional Shares shall be made to the Underwriters at the Subsequent Closing Date in such names and in such denominations as the Representative shall specify. The Initial Closing Date and the Subsequent Closing Date are referred to collectively herein as “Closing Dates” and each as a “Closing Date.” If the Representative so elects, delivery of the Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Representative. Certificates representing the Shares in definitive form and in such denominations and registered in such names as the Representative may request, upon at least two business days’ prior notice to the Company, or evidence of their issuance, will be made available for checking at a reasonable time preceding the Initial Closing Date at the offices of Xxxxxx, Hall & Xxxxxxx LLP, Xxx Xxxxxxxxxxxxx Xxxxx, XX Xxxxxx, Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act (or if the Firm Shares are priced after 4:30 p.m. Eastern time, the date specified therein), or at such other time and date as the Representatives and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, which shall be registered in the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell the Firm Shares to the several UnderwritersUnderwriter, and the several Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price equal to $6.58 per share (the “Per Share Price”), the number of Firm Shares as set forth opposite the names name of the Underwriters Underwriter on Schedule III hereto, and (ii) in Schedule I hereto. The purchase price to be paid by the Underwriters event and to the extent that the Underwriter shall exercise the election to purchase Additional Shares as provided below, the Company for each Firm agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the Per Share Price, that number of Additional Shares as to which such election shall be $[●] per share.
(bhave been exercised. As referenced in this Section 3(a)(ii) The above, the Company hereby grants to the Underwriters Underwriter the option to purchase some or all of from the Option Shares andCompany the Additional Shares, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated herebyPer Share Price. This option may be exercised by the Underwriters Underwriter in whole or in part at any time and from time to time (but not more than once) on or before the thirtieth date that is forty-five (30th45) day days following the date hereof, by written notice to the Company (the “Option Notice”)Company. The Option Notice Such notice shall set forth the aggregate number of Option Additional Shares as to which the option is being exercised, and the date and time when the Option Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth two business day days after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agreeagree in writing. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of for the Option Additional Shares shall be made on an at the Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (dSection 3(b) below.
(db) The Firm Shares will be delivered by the Company to, or as directed by, the Underwriter and the Underwriter shall deliver or cause to be delivered to the RepresentativesCompany, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same transfer, same-day funds payable to the order of the Company equal to the aggregate purchase price for the Firm Shares or the Additional Shares, as appropriate, at the offices of Rxxx Capital PartnersNational Securities Corporation, LLC200 Xxxxx Xxxxxx, 800 Xxx Xxxxxxxx Xxxxx25th Floor, Xxxxx 000New York, Xxxxxxx Xxxxx, XX 00000NY 10281, or such other location as directed by the Underwriter and may be mutually acceptable, (1) with respect to the Firm Shares, at 6:00 11:00 a.m. Pacific Time, Eastern time on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act third (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, on or after 4:30 p.m. Eastern time, the fourth) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at Act (such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is being herein referred to herein as the “Closing Date.” On ”) and (2) with respect to the Closing Date, the Company shall deliver the Firm Additional Shares, which shall be registered in at 11:00 a.m. Eastern time on the name or names and shall be in such denominations as the Representatives may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date. If the Underwriter so elects, as delivery of the case Shares may be, for be made by credit through full fast transfer to the account of such at The Depository Trust Company designated by the Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Eton Pharmaceuticals, Inc.)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price to be paid by the Underwriters to the Company for each Firm Share shall be $[●] 0.2325 per share.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters for the Option Shares shall be $0.2325 per share. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth forty-fifth (30th45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to which the option is being exercised, and the date and time when the Option Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option Shares, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares obtained by multiplying the number of Option Shares specified in such notice by a fraction, the numerator of which is the number of Option Shares Shares, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” and the denominator of which is the total number of Option Shares.
(c) Payment of the purchase price for and delivery of the Option Shares shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares as set forth in subparagraph (d) below.
(d) The Firm Shares will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Aegis Capital PartnersCorp., LLC000 Xxxxxxx Xxxxxx, 800 Xxx Xxxxxxxx 00xx Xxxxx, Xxxxx 000, Xxxxxxx XxxxxXxx Xxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 9:00 a.m. Pacific Eastern Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Shares, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares which shall be registered in the name or names and shall be in such denominations as the Representatives Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
(e) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least one (1) business day before the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
Samples: Underwriting Agreement (Avinger Inc)
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares and the Firm Warrants to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares and the Firm Warrants set forth opposite the names of the Underwriters in Schedule I hereto. The combined purchase price to be paid by the Underwriters to the Company for each the Firm Share Shares and the Firm Warrants shall be shall be $[●] 0.93 per shareshare and related Warrant.
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Shares and/or the Option Warrants and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right, severally and not jointly, to purchase at the purchase price set forth in Section 4(a) all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid by the Underwriters shall be $0.99 per Option Share and/or $0.01 per Option Warrant. This option may be exercised by the Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Representatives Underwriter otherwise agree. If the Underwriters elect to purchase less than all of the Option SharesShares and/or Option Warrants, the Company agrees to sell to each Underwriter the Underwriters the number of Option Shares and/or Option Warrants obtained by multiplying the number of Option Shares and/or Option Warrants, as applicable, specified in such notice by a fraction, the numerator of which is the number of Option Shares and/or Option Warrants, as applicable, set forth opposite the name of the Underwriter in Schedule I hereto under the caption “Number of Option Shares to be Sold” or “Number of Option Warrants to be Purchased”, as applicable and the denominator of which is the total number of Option SharesShares and/or Option Warrants, as applicable.
(c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Shares and the Firm Warrants, as applicable, as set forth in subparagraph (d) below.
(d) The Firm Shares and the Firm Warrants will be delivered by the Company to the Representatives, for the respective accounts of the several Underwriters, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Rxxx Capital Partners, LLC, 800 Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the date specified for regular way settlement in Rule 15c6-1(a) under the Exchange Act second (or if the Firm Shares and the Firm Warrants are priced priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date specified therein)hereof, or at such other time and date as the Representatives Underwriters and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option SharesShares and/or Option Warrants, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares and the Firm Warrants is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Shares, Shares and the Firm Warrants which shall be registered in the name or names and shall be in such denominations as the Representatives Underwriters may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall (a) with respect to the Firm Shares, be made through the facilities of the Depository Trust Company’s DWAC system.
system and (eb) It is understood that each of the Representatives has been authorized, for its own account and the accounts of the several Underwriters, with respect to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares Warrants, be made by physical delivery to be received or directed by the Underwriters have agreed to purchase. Each Representative, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by such Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(f) On the Closing Date, the Company shall issue to the Representatives (and/or their designees), warrants (the “Representatives’ Warrants”), in form and substance acceptable to the Representatives, for the purchase of an aggregate of [●] shares of Common Stock, which shall be registered in the name or names and shall be in such denominations as the Representatives may request at least no later than one (1) business day before following the Closing Date. The Representatives shall allocate the Representatives Warrants among them as they determine in their sole discretion.
Appears in 1 contract
