Common use of Representative’s Warrant Clause in Contracts

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant for the purchase of the number of 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 Warrant”), at an initial exercise price of $[●] per share, which is equal to 125% of the public offering price for one Unit. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 days after the 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 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 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(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.)

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Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or and/or its designees) on the First Closing Date, and each Option Closing Date (if any), a warrant for the purchase of the number of Common Ordinary Shares equal to 7.05.0% of the Common Shares underlying the Units issued in the Offeringon such date, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] per share, which is equal to 125100% 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 Unita period of six (6) months from the First Closing Date. The Representative’s Warrant and the Common Ordinary Shares issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after the 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 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 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(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 its designees) on the Closing Date a warrant for the purchase of the number of Common Shares equal to 7.07% of the Common number of Firm Shares underlying the Units issued sold in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] per share], which is equal to 125150% of the public offering price for one UnitFirm Share. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(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 and/or its designees) on the Closing Date a warrant warrants for the purchase subscribe for of an aggregate number of Ordinary Shares equal to 5% of the number of Common Ordinary 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 WarrantWarrants”), at an initial exercise price of $[●] per share], which is equal to 125120% of the public offering price for one UnitOrdinary Share. The Representative’s Warrant and the Common Ordinary Shares issuable upon exercise of the Representative’s Warrant Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understands understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Warrants and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantWarrants, 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(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 its designees) on the Closing Date a warrant for the purchase of the number of Common Shares equal to 7.0% seven percent (7%) of the Common Shares underlying total number of shares of common stock included as part of the Units issued units sold in the Offeringthis offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] 25.00 per share, which is equal to 125% of the public offering price for one Unit. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 days after the 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 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 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Nano Nuclear Energy Inc.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative Representatives (and /or its their designees) on the Closing Date Date, or Option Closing Date, as applicable, a warrant for the purchase of the number of Common Shares equal to 7.06% of the number of 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 Representatives’ Warrant”), at an initial exercise price of $[●] per share], which is equal to 125% of the public offering price for one UnitCommon Share. The Representative’s Representatives’ Warrant and the Common Shares issuable upon exercise of the Representative’s Representatives’ Warrant are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Representatives’ Warrant and the underlying securities during the 180 three hundred sixty (360) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Representatives’ 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 180 three hundred sixty (360) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative Representatives (and /or its their designees) on the Closing Date a warrant warrants for the purchase of an aggregate number of Ordinary Shares equal to 5% of the number of Common Ordinary 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 WarrantRepresentatives’ Warrants”), at an initial exercise price of $[●] per share], which is equal to 125100% of the public offering price for one UnitOrdinary Share. The Representative’s Representatives’ Warrant and the Common Ordinary Shares issuable upon exercise of the Representative’s Warrant Representatives’ Warrants are hereinafter referred to together as the “Representative’s Representatives’ Securities.” The Representative understands Representatives understand and agrees agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Representatives’ Warrants and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s WarrantRepresentatives’ 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer; or as otherwise expressly permitted by FINRA Rule 5110(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (WF International Ltd.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant for the purchase of the number of Common Shares equal to 7.02.5% of the number of Common Shares underlying included in the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] 5.00 per share, which is equal to 125% of the public offering price for one Unit. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (ADiTx Therapeutics, Inc.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date Date, or Option Closing Date, as applicable, a warrant for the purchase of the number of Common Shares equal to 7.06% of the number of 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 Warrant”), at an initial exercise price of $[●] per share5.00, which is equal to 125% of the public offering price for one UnitCommon Share. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Bionik Laboratories Corp.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant (the “Representative’s Warrant”) for the purchase of a number of shares of Common Stock equal to 5% of the number of 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 WarrantWarrant Agreement”), at an initial exercise price of $[●] per share1.15, which is equal to 125% of the public offering price for one Unitper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (PARETEUM Corp)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant (the “Representative’s Warrant”) for the purchase of a number of shares of Common Stock equal to 5% of the number of 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 WarrantWarrant Agreement”), at an initial exercise price of $[●] per share], which is equal to 125% of the public offering price for one Unitper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (PARETEUM Corp)

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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 a an warrant for the purchase of the number of 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 Warrant”) for the purchase of an aggregate of 75,000 Shares (10% of the Firm Shares). The Representative’s 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 $[●] per share3.48, which is equal to 125145% of the public offering price for one Unitof the Firm Shares. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant thereof are sometimes hereinafter referred to together collectively 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 and the underlying securities Shares during the 180 days first year after the commencement date of sales in the Offering Closing Date and by its acceptance thereof shall agree that it will not not, sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, 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 180 one hundred eighty (180) days after following the commencement date of sales Closing Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except as expressly permitted by FINRA Rule 5110(e), 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.

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 First Closing Date, and each Option Closing Date (if any), a warrant for the purchase of the number of Common Ordinary Shares equal to 7.05.0% of the Common Shares underlying the Units issued in the Offeringon such date, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] 4.00 per share, which is equal to 125100% 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 Unita period of six (6) months from the commencement date of sales in the Offering. The Representative’s Warrant and the Common Ordinary Shares issuable upon exercise of the Representative’s Warrant are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5110 against transferring the Representative’s Warrant and the underlying securities Ordinary Shares during the 180 days after the 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 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 180 days after the commencement date of sales in the Offering, except as expressly permitted by FINRA Rule 5110(e), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (SU Group Holdings LTD)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant for the purchase of the number of Common Ordinary Shares equal to 7.07% of the Common number of Ordinary Shares underlying the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $[●] per share], which is equal to 125120% of the public offering price for one UnitOrdinary Share. The Representative’s Warrant and the Common Ordinary Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Fit Boxx Holdings LTD)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant for the purchase of the number of Common Shares equal to 7.02.5% of the number of Common Shares underlying included in the Units issued in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s Warrant”), at an initial exercise price of $$ [●] per shareUnit, which is equal to 125% of the public offering price for one Unit. The Representative’s Warrant and the Common Shares issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (ADiTx Therapeutics, Inc.)

Representative’s Warrant. The Company hereby agrees to issue to the Representative (and /or its designees) on the Closing Date a warrant (the “Representative’s Warrant”) for the purchase of the a number of Common Shares equal to 7.05% of the Common Shares underlying the number of Units issued sold in the Offering, pursuant to a warrant agreement in the form attached hereto as Exhibit A (the “Representative’s WarrantWarrant Agreement”), at an initial exercise price of $[●] per share0.6875, which is equal to 125% of the public offering price for one per 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 shares of Common Shares Stock issuable upon exercise of the Representative’s Warrant Warrants 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(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 (and /or its designees) on the Closing Date a warrant (the “Representative’s Warrant”) for the purchase of a number of Shares equal to 110% of the number of Common Firm 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 WarrantWarrant Agreement”), at an initial exercise price of $[●] per sharel], which is equal to 125110% of the public offering price for one Unitper Share. The Representative’s Warrant and the shares of Common Shares Stock issuable upon exercise of the Representative’s Warrant 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 and the underlying securities during the 180 one hundred eighty (180) days after the commencement date of sales in the Offering Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s 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 180 one hundred eighty (180) days after following the commencement date of sales Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, except 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(e5110(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.)

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