Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date warrants for the subscribe for of an aggregate number of Ordinary Shares equal to 5% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrants”), at an initial exercise price of $[●], which is equal to 120% of the public offering price for one Ordinary Share. The Representative’s Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying securities 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 Warrants, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 2 contracts
Samples: Underwriting Agreement (Skillful Craftsman Education Technology LTD), Underwriting Agreement (Skillful Craftsman Education Technology LTD)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for of an aggregate number of Ordinary Shares equal to 5% purchase of the number of Ordinary Common Shares equal to 7.0% of the Common Shares underlying the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]] per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 2 contracts
Samples: Underwriting Agreement (Nano Nuclear Energy Inc.), Underwriting Agreement (HeartBeam, Inc.)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for purchase of an aggregate the number of Ordinary Common Shares equal to 57% of the number of Ordinary Firm Shares issued sold in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●], which is equal to 120150% of the public offering price for one Ordinary Firm Share. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 2 contracts
Samples: Underwriting Agreement (Jupiter Wellness, Inc.), Underwriting Agreement (Jupiter Wellness, Inc.)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the First Closing Date, and each Option Closing Date warrants (if any), a warrant for the subscribe for purchase of an aggregate the number of Ordinary Shares equal to 55.0% of the number of Ordinary Shares issued in the Offeringon such date, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]] per share, which is equal to 120100% of the public offering price per Firm Share. The Representative’s Warrant shall have a term of five (5) years and shall not be exercisable for one Ordinary Sharea period of six (6) months from the First Closing Date. The Representative’s Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities Ordinary Shares during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 2 contracts
Samples: Underwriting Agreement (SU Group Holdings LTD), Underwriting Agreement (SU Group Holdings LTD)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant (the “Representative’s Warrant”) for the subscribe for purchase of an aggregate a number of Ordinary Shares shares of Common Stock equal to 5% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”), at an initial exercise price of $[●]1.15, which is equal to 120125% of the public offering price for one Ordinary per Share. The Representative’s Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant (the “Representative’s Warrant”) for the subscribe for purchase of an aggregate a number of Ordinary Shares shares of Common Stock equal to 5% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”), at an initial exercise price of $[●], which is equal to 120125% of the public offering price for one Ordinary per Share. The Representative’s Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant (the “Representative’s Warrant”) for the subscribe for purchase of an aggregate a number of Ordinary Common Shares equal to 5% of the number of Ordinary Shares issued Units sold in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”), at an initial exercise price of $[●]0.6875, which is equal to 120125% of the public offering price for one Ordinary Shareper Unit, provided, however, that the Representative shall only receive Representative’s Warrants equal to 4% of the number of Units sold in the Offering to any officer or director of the Company (including any entity under their control). The Representative’s Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (Tonix Pharmaceuticals Holding Corp.)
Representative’s Warrant. The Company hereby agrees to issue to the Representative Representatives (and/or its and /or their designees) on the Closing Date warrants Date, or Option Closing Date, as applicable, a warrant for the subscribe for purchase of an aggregate the number of Ordinary Common Shares equal to 56% of the number of Ordinary Common Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsRepresentatives’ Warrant”), at an initial exercise price of $[●], which is equal to 120125% of the public offering price for one Ordinary Common Share. The Representative’s Representatives’ Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Representatives’ Warrant are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Representatives’ Warrant and the underlying securities during the one three hundred eighty sixty (180360) 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 WarrantsRepresentatives’ Warrant, 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 three hundred eighty sixty (180360) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative Representatives (and/or its and /or their designees) on the Closing Date warrants for the subscribe for purchase of an aggregate number of Ordinary Shares equal to 5% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Representatives’ Warrants”), at an initial exercise price of $[●], which is equal to 120100% of the public offering price for one Ordinary Share. The Representative’s Representatives’ Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Representatives’ Warrants are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrants and the underlying securities 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 WarrantsRepresentatives’ Securities, 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, or (ii) a bona fide officer or partner of the Representative Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for purchase of an aggregate the number of Ordinary Common Shares equal to 52.5% of the number of Ordinary Common Shares included in the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]5.00 per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 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 WarrantsWarrant, 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) 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for purchase of an aggregate the number of Ordinary Shares equal to 57% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●], which is equal to 120% of the public offering price for one Ordinary Share. The Representative’s Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date warrants an warrant (“Representative’s Warrant”) for the subscribe for purchase of an aggregate number of Ordinary 75,000 Shares equal to 5(10% of the number of Ordinary Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Firm Shares). The Representative’s Warrants”)Warrant shall be exercisable, in whole or in part, commencing on a date which is one year from the Closing Date and expiring on the five-year anniversary of the Closing Date at an initial exercise price per Share of $[●]3.48, which is equal to 120145% of the public offering price for one Ordinary Shareof the Firm Shares. The Representative’s Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Warrants thereof are sometimes hereinafter referred to together collectively as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities Shares during the one hundred eighty (180) days first year after the Effective Closing Date and by its acceptance thereof shall agree that it will not not, sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, or any portion potion 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 Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (Cavico Corp)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for of an aggregate number of Ordinary Shares equal to 5% purchase of the number of Ordinary Common Shares issued equal to five percent (5%) of the total number of shares of common stock included as part of the units sold in the Offeringthis offering, pursuant to a warrant agreement in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “Representative’s WarrantsWarrant”), including any portion of the overallotment exercised by the Representative, at an initial exercise price of $[●]21.25 per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit and exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days following the commencement of sales of the Offering and expiring on the five-year anniversary of the Closing Date. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for of an aggregate number of Ordinary Shares equal to 5% purchase of the number of Ordinary Common Shares issued equal to seven percent (7%) of the total number of shares of common stock included as part of the units sold in the Offeringthis offering, pursuant to a warrant agreement in the form attached hereto filed as Exhibit A an exhibit to the Registration Statement (the “Representative’s WarrantsWarrant”), including any portion of the overallotment exercised by the Representative, at an initial exercise price of $[●][ ] per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the First Closing Date, and each Option Closing Date warrants (if any), a warrant for the subscribe for purchase of an aggregate the number of Ordinary Shares equal to 55.0% of the number of Ordinary Shares issued in the Offeringon such date, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]4.00 per share, which is equal to 120100% of the public offering price per Firm Share. The Representative’s Warrant shall have a term of five (5) years and shall not be exercisable for one Ordinary Sharea period of six (6) months from the commencement date of sales in the Offering. The Representative’s Warrant and the Ordinary Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities Ordinary Shares during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date warrants a warrant for the subscribe for of an aggregate number of Ordinary Shares equal to 5% purchase of the number of Ordinary Common Shares equal to 5.0% of the Firm Shares and the Common Shares underlying the Pre-Funded Warrants and Firm Warrants underlying the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]] per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant (the “Representative’s Warrant”) for the subscribe for purchase of an aggregate a number of Ordinary Shares equal to 5110% of the number of Ordinary Firm Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant Agreement”), at an initial exercise price of $[●l], which is equal to 120110% of the public offering price for one Ordinary per Share. The Representative’s Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Samples: Underwriting Agreement (The Future Education Group Inc.)
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for of an aggregate number of Ordinary Shares equal to 5% purchase of the number of Ordinary Common Shares issued equal to seven percent (7%) of the total number of shares of common stock included as part of the units sold in the Offeringthis offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]25.00 per share, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 180 days after the Effective Date commencement date of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantsWarrant, 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) 180 days following after the Effective Date to anyone other than (i) an Underwriter or a selected dealer commencement date of sales in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or except as otherwise expressly permitted by FINRA Rule 5110(g5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.
Appears in 1 contract
Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants a warrant for the subscribe for purchase of an aggregate the number of Ordinary Common Shares equal to 52.5% of the number of Ordinary Common Shares included in the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $$ [●]] per Unit, which is equal to 120125% of the public offering price for one Ordinary ShareUnit. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities during the one hundred eighty (180) 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 WarrantsWarrant, 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) 180 days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
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Representative’s Warrant. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date warrants Date, or Option Closing Date, as applicable, a warrant for the subscribe for purchase of an aggregate the number of Ordinary Common Shares equal to 56% of the number of Ordinary Common Shares issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantsWarrant”), at an initial exercise price of $[●]5.00, which is equal to 120125% of the public offering price for one Ordinary Common Share. The Representative’s Warrant and the Ordinary Common Shares issuable upon exercise of the Representative’s Warrants Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understand understands and agree agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants Warrant and the underlying securities 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 WarrantsWarrant, 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, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.
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