Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issued, subject to certain exceptions as set forth in FINRA Rule 5110(g)(2).
Appears in 4 contracts
Samples: Underwriting Agreement (Oriental Culture Holding LTD), Underwriting Agreement (Oriental Culture Holding LTD), Underwriting Agreement (Oriental Culture Holding LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% ten percent (10%) of the Firm Shares issued at such Closing, and Closing (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in exercised by the payment of cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to one hundred and twenty five percent (125% %) of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e)(1). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following beginning on the date of effectiveness commencement of sales of the Registration Statement pursuant to which the Representative’s Warrants are to be issuedOffering, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 2 contracts
Samples: Underwriting Agreement (CDT Environmental Technology Investment Holdings LTD), Underwriting Agreement (Infobird Co., LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or each of its designees) (i) on the First applicable Closing DateDate and Option Closing Date (if applicable), warrants warrants, substantially in the form of Exhibit D attached hereto, to purchase such number of Ordinary Shares equal to 8% five percent (5.0%) of the Firm Offered Securities sold by the Company and the Selling Shareholders, including any Additional Shares issued at such Closing, and (ii) on pursuant to the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% exercise of the Over-allotment Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years at any time, and from time to time, in whole or in part, commencing six (6) months from the Effective Date (as defined below) date of the Registration Statement Offering (as defined belowthe “Exercise Date”) and will terminate expiring on the fifth third anniversary of the Effective Exercise Date of the Registration Statement. The at an initial exercise price of the Representative’s Warrants $[●] per Ordinary Share, which is equal to 125% of the price one hundred and twenty percent (120%) of the initial public offering price of a SecurityFirm Share. The Representative’s Warrants and may be exercised on a cashless basis. The Representative’s Warrants are not redeemable by the Ordinary Shares issuable upon exercise of Representative. The Representative (or permitted assignees under the FINRA Rule 5110(e)) may not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants or the Underlying Shares, nor will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of Representative engage in any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such securities by any person, the Representative’s Warrants or the Underlying Shares for a period of 180 days immediately following the date of effectiveness commencement of sales of the Registration Statement pursuant Offered Securities, except to which (i) an Underwriter or a selected dealer in connection with the Representative’s Warrants are Offering, 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 be issued, subject to certain exceptions the foregoing lock-up restrictions as set forth in permitted by FINRA Rule 5110(g)(25110(e)(2).
Appears in 2 contracts
Samples: Underwriting Agreement (Hong Kong Pharma Digital Technology Holdings LTD), Underwriting Agreement (Hong Kong Pharma Digital Technology Holdings LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125110% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issued, subject to certain exceptions as set forth in FINRA Rule 5110(g)(2).
Appears in 1 contract
Samples: Underwriting Agreement (Oriental Culture Holding LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 810% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 810% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issued, subject to certain exceptions as set forth in FINRA Rule 5110(g)(2).
Appears in 1 contract
Samples: Underwriting Agreement (UTime LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% five percent (5%) of the Firm Shares issued at such Closing, on the First Closing Date and (ii) on the Second each Option Closing Date, if and as applicable, warrants to purchase such number of Ordinary Shares equal to 8% five percent (5%) of the Option Shares issued at such ClosingOption Closing Date, if and as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in exercised by the payment of cash or via cashless exercise, shall be exercisable for a period of five years commencing six months from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% one hundred and ten percent (110%) of the price of the initial public offering price of a SecurityShare Purchase Price, subject to adjustment as provided therein. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 one hundred and eighty (180) days immediately following beginning on the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issuedEffective Date, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 1 contract
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e)(1). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issued, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 1 contract
Samples: Underwriting Agreement (Oriental Culture Holding LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% ten percent (10%) of the Firm Shares issued at such Closing, and Closing (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in exercised by the payment of cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% one hundred and twenty percent (120%) of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e)(1). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following beginning on the date of effectiveness commencement of sales of the Registration Statement pursuant to which the Representative’s Warrants are to be issuedOffering, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 1 contract
Samples: Underwriting Agreement (CDT Environmental Technology Investment Holdings LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 810% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 810% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125120% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following the date of effectiveness of the Registration Statement pursuant to which the Representative’s Warrants are to be issued, subject to certain exceptions as set forth in FINRA Rule 5110(g)(2).
Appears in 1 contract
Samples: Underwriting Agreement (UTime LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 8% ten percent (10%) of the Firm Shares issued at such Closing, Closing and (ii) on the Second Closing Date, if and as applicable, warrants to purchase such number of Ordinary Shares equal to 8% ten percent (10%) of the Option Shares issued at such Closing, if and as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in exercised by the payment of cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% one hundred and ten percent (110%) of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e)(1). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following beginning on the date of effectiveness commencement of sales of the Registration Statement pursuant to which the Representative’s Warrants are to be issuedOffering, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 1 contract
Representatives Warrants. (a) The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date and on each Option Closing Date, warrants if any, a warrant (“Representative’s Warrant”) for the purchase up to purchase such number an aggregate of _______ Ordinary Shares equal to 8% of (or, in the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 8% of event the Option Shares issued at such Closingis exercised in full, as applicable up to an aggregate of ______ Ordinary Shares) (collectively, the “Representative’s WarrantsWarrant Shares”), respectively, representing 6.0% of the aggregate number of Closing Shares and Option Shares, respectively .. Each warrant entitles the holder thereof to purchase one Ordinary Share at the exercise price thereof. The Representative’s Warrants may be purchased in cash or via cashless exercise, Warrant shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate exercisable, in whole or in part, commencing on the fifth date of issuance and expiring on the five-year anniversary of the Effective Date commencement of the Registration Statement. The sales in connection with the Offering at an initial exercise price of the Representative’s Warrants $____ per share, which is equal to 125% of the price of the initial public offering price of a Securitythe Closing Securities. The Representative’s Warrants and shall be subject to the Ordinary Shares issuable upon limitation on exercise of set forth in FINRA Rule 5110(f)(2)(G)(i); provided, however that pursuant to FINRA Rule 5110(g)(1) the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may shall not be sold, transferred, assigned, pledged pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put put, or call transaction that would result in the effective economic disposition of such the securities by any person, person for a period of 180 days immediately following the effective date of effectiveness of the Registration Statement pursuant to which Statement, except for the Representative’s Warrants are to be issued, subject to certain exceptions as set forth transfers enumerated in FINRA Rule 5110(g)(2).
(b) Delivery of the Representative’s Warrant shall be made on the Closing Date and on each Option Closing Date, if any, and shall be issued in the name or names and in such authorized denominations as the Representative may request.
Appears in 1 contract
Samples: Underwriting Agreement (Locafy LTD)
Representatives Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) (i) on the First Closing Date, warrants to purchase such number of Ordinary Shares equal to 810% of the Firm Shares issued at such Closing, and (ii) on the Second Closing Date, as applicable, warrants to purchase such number of Ordinary Shares equal to 810% of the Option Shares issued at such Closing, as applicable (collectively, the “Representative’s Warrants”). The Representative’s Warrants may be purchased in cash or via cashless exercise, shall be exercisable for a period of five years from the Effective Date (as defined below) of the Registration Statement (as defined below) and will terminate on the fifth anniversary of the Effective Date of the Registration Statement. The exercise price of the Representative’s Warrants is equal to 125% of the price of the initial public offering price of a Security. The Representative’s Warrants and the Ordinary Shares issuable upon exercise of the Representative’s Warrants will be deemed compensation by FINRA (as defined below), and therefore will be subject to FINRA Rule 5110(g)(15110(e)(1). In accordance with FINRA Rule 5110(g)(15110(e)(1), neither the Representative’s Warrants nor any of the Ordinary Shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, 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 by any person, for a period of 180 days immediately following beginning on the date of effectiveness commencement of sales of the Registration Statement pursuant to which the Representative’s Warrants are to be issuedOffering, subject to certain exceptions as set forth in FINRA Rule 5110(g)(25110(e)(2).
Appears in 1 contract
Samples: Underwriting Agreement (UTime LTD)