Selling Agent’s Warrants Sample Clauses

Selling Agent’s Warrants. The Company hereby agrees to issue to the Selling Agent (and/or its designees) warrants (the "Selling Agent's Warrants") to purchase a number of shares of the Preferred Stock equal to 4.50% of the total number of Shares sold in the Offering. A Selling Agent's Warrant will be issued on each Closing Date with respect to the Shares sold in that Closing. Each Selling Agent's Warrant agreement, in the form attached hereto as Exhibit A (the "Selling Agent's Warrant Agreement"), shall be exercisable, in whole or in part, commencing on the date that is six (6) months following the Closing Date of the Closing with respect to which the Selling Agent's Warrant is issued and shall expire on the three-year anniversary of the date of its issuance, at an initial exercise price of $12.50 per share, which is equal to 125% of the Purchase Price of the Shares. The Selling Agent's Warrants shall not be redeemable. The Selling Agent's Warrants and the shares of Preferred Stock underlying the Selling Agent's Warrants have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA. The Selling Agent, or permitted assignees under such rule, may not exercise, sell, transfer, assign, pledge, or hypothecate the Selling Agent's Warrants or the shares of Preferred Stock underlying the Selling Agent's Warrants (such shares, the "Warrant Shares"), nor will the Selling Agent or permitted assignees engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Selling Agent's Warrants or the underlying shares for a period of 180 days from commencement of sales in the Offering, except that they may be transferred, in whole or in part, by operation of law or by reason of our reorganization, or to any selling agent or selected dealer participating in the offering and their officers, partners or registered representatives if the Selling Agent's Warrant or the Warrant Shares so transferred remain subject to the foregoing lock-up restrictions for the remainder of the time period. The Selling Agent's Warrants will provide for adjustment in the number and price of such warrants (and the shares of Preferred Stock underlying such warrants) to prevent dilution in the event of a stock dividend, stock split or other reclassification of the Preferred Stock and certain registration rights.

Selling Agent’s Warrants. The Company hereby agrees to issue and sell to the Selling Agent (and/or its designee(s)) on each Closing Date (as defined in Section 5 hereof) warrants to purchase that number of shares of Common Stock equal to an aggregate of ten percent (10%) of the amount of Securities sold on such Closing Date (the “Selling Agent’s Warrants”). The Selling Agent’s Warrants as evidenced by the form of agreement attached hereto as Exhibit B (the “Selling Agent’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing one hundred eighty (180) days after the effective date of the Registration Statement (the “Effective Date”) and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $5.625 (125% of the public offering price of the Securities). The Selling Agent’s Warrants and the shares of Common Stock of the Company issuable upon exercise thereof (“Warrant Shares”) are sometimes referred to herein collectively as the “Warrant Securities.” The Selling Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Warrant Securities and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Warrant Securities, or any portion thereof, and that the Warrant Securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities other than in accordance with FINRA Rule 5110.