Subscription and Issuance of Option Securities Sample Clauses

Subscription and Issuance of Option Securities. (a) If the Representatives exercise the option granted to them under Section 2(b) of this Agreement, the Company undertakes to cause the Settlement Agent to: (i) subscribe for the number of Option Securities for which the option to purchase has been exercised pursuant to Section 2 (the “Applicable Option Securities”) at the issue price (Ausgabebetrag) of CHF 0.05 per Applicable Option Security corresponding to the nominal value for each Applicable Option Security, and to deliver the corresponding executed subscription form (Zeichnungsschein) to the Company in the form of Exhibit B hereto in original form (wet ink signed) by no later than 6:00 a.m. (New York City time) one business day prior to the Date of Delivery or such other time and date as agreed between the Company and the Representatives, (ii) deposit or cause to be deposited, not later than 6:00 a.m. (New York City time) one business day prior to the Date of Delivery, or such other date and time as agreed between the Company and the Representatives, same-day funds for value in an amount corresponding to the aggregate nominal value of the Applicable Option Securities (the “Option Capital Increase Amount”) with the Capital Increase Bank, in a blocked account for such capital increase (Kapitaleinzahlungskonto), made out to the Company’s name, and cause the Capital Increase Bank to issue and deliver to the Company a written confirmation of payment (Kapitaleinzahlungsbestätigung) of the Option Capital Increase Amount no later than 10:00 a.m. (New York City time) one business day prior to the Date of Delivery or such other date and time as agreed between the Company and the Representatives, and (iii) take all steps necessary to ensure that at the Date of Delivery, the Applicable Option Securities will be duly onward delivered by the Settlement Agent through the Company’s transfer agent to an account of SVB Securities, acting on behalf of the several Underwriters, at DTC. (b) Upon receipt of the documents referred to in Section 4(a) and before 3:00 a.m. (New York City time) on the Date of Delivery, or such other time and date as agreed between the Company and the Representatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) unless passed already prior to such time, pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Option Securities subscribed for pursuant to Section 4(a)(i) out of the Company's authorized share capital (...
Sample 1
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Subscription and Issuance of Option Securities. (a) If the Representatives exercise the option granted to them under Section 2(b) of this Agreement, BofA, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to purchase the number of Option Securities for which the option to purchase has been exercised pursuant to Section 2 (the “Applicable Option Securities”) and to: (i) subscribe (through [BofA Securities, Inc.]) for the Applicable Option Securities at the issue price (Ausgabebetrag) of CHF 0.05 per Applicable Option Security corresponding to the nominal value for each Applicable Option Security, and to deliver the corresponding executed subscription form (Zeichnungsschein) to the Company in the form of Exhibit C hereto in original form (wet ink signed) by no later than [6:00] a.m. (New York City time) one business day prior to the Date of Delivery or such other time and date as agreed between the Company and the Representatives, and (ii) deposit or cause to be deposited, not later than [6:00] a.m. (New York City time) one business day prior to the Date of Delivery, or such other date and time as agreed between the Company and the Representatives, same-day funds for value in an amount corresponding to the aggregate nominal value of the Applicable Option Securities (the “Option Capital Increase Amount”) with the Capital Increase Bank, in a blocked account for such capital increase (Kapitaleinzahlungskonto), made out to the Company’s name, and cause the Capital Increase Bank to issue and deliver to the Company a written confirmation of payment (Kapitaleinzahlungsbestätigung) of the Option Capital Increase Amount no later than [10:00] a.m. (New York City time) one business day prior to the Date of Delivery or such other date and time as agreed between the Company and the Representatives. (b) Upon receipt of the documents referred to in Section 4(a) and before [3:00 a.m.] (New York City time) on the Date of Delivery, or such other time and date as agreed between the Company and the Representatives, the Board (or a committee or a Board member duly authorized by the Board) will: (i) unless passed already prior to such time, and if issued out of Authorized Capital, pass a capital increase resolution (Erhöhungsbeschluss) regarding the issuance of the Applicable Option Securities subscribed for pursuant to Section 4(a)(i) (the “Option Capital Increase”); (ii) adopt a report on the Option Capital Increase (Kapitalerhöhungsbericht)...
Sample 1

Related to Subscription and Issuance of Option Securities

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Option Securities In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Common Shares in the aggregate at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon written notice by the Representatives to the Fund setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be earlier than the second day after the date on which the option is being exercised nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as Xxxxxxx Xxxxx in its discretion shall make to eliminate any sales or purchases of a fractional number of Option Securities plus any additional number of Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

  • Conditions to Purchase of Option Securities In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

  • Underwriters’ Warrants The Company hereby agrees to issue and sell to the Underwriter (and/or their designees) on the Closing Date (“Underwriter’s Warrants”) five-year warrants for the purchase of a number of Ordinary Shares equal to 5.0% of the number of the Firm Shares (or Pre-Funded Warrants) and Option Shares issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit B, at an initial exercise price of $[●] (or 110% of the public offering price per Firm Share). The Underwriter’s Warrants and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to together as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrants and the underlying Shares 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 Underwriter’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) the Underwriter in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

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