The Shares and the Warrants. (a) Upon payment of the First Purchase Price, the Purchasers will acquire good and marketable title to the First Tranche Shares and the First Tranche Warrants, free and clear of all Liens, and such First Tranche Shares shall be validly issued, fully paid and nonassessable. Upon exercise of the First Tranche Warrants, in whole or, from time to time, in part, and upon payment of the exercise price therefor, in accordance with the terms of the First Tranche Warrants, the Purchasers will acquire good and marketable title to the First Warrant Shares, free and clear of all Liens, and such First Warrant Shares shall be validly issued, fully paid and nonassessable.
The Shares and the Warrants. Subject to the terms and conditions set forth herein, the Company proposes to sell to you on a "firm commitment" basis, an aggregate of 800,000 shares ("Shares") of the Company's authorized but unissued common stock, par value $.001 per share (the "Common Stock") and 800,000 Redeemable Common Stock Purchase Warrants, (the "Warrants"), each Warrant entitling the holder thereof to purchase one share of Common Stock at an exercise price of per share pursuant to a warrant agreement (the "Warrant Agreement") between the Company and Continental Stock Transfer & Trust ("Warrant Agent"). The Company also proposes to grant to you an option to purchase up to an additional 120,000 shares of Common Stock and 120,000 Warrants for the sole purpose of covering over-allotments, if any (the "Option Securities"). The Shares and the Warrants are sometimes collectively referred to herein as the "Firm Securities". The Firm Securities and the Option Securities are more fully described in the Registration Statement and the Prospectus referred to herein and are hereinafter sometimes collectively referred to as the "Securities."
The Shares and the Warrants. Subject to the terms and conditions set forth herein, the Company proposes to sell to you on a "firm commitment" basis (i) an aggregate of One Million Five Hundred Thousand (1,500,000) shares (sometimes collectively referred to herein as the "Firm Shares"), of the Company's authorized but unissued common stock (each a "Share"), par value $.0001 per share (the "Common Stock") and (ii) One Million Five Hundred Thousand (1,500,000) (sometimes collectively referred to herein as the "Firm Warrants") Redeemable Common Stock Purchase Warrants (the "Warrants"), each Warrant entitling the holder thereof to purchase one (1) share of Common Stock on the basis of an exercise price of $7.50 [125% of the offering price of a Share] per share pursuant to a warrant agreement (the "Warrant Agreement") between the Company and Continental Stock Transfer & Trust Company ("Warrant Agent"). The Company also proposes to grant to you an option to purchase up to an additional Two Hundred Twenty Five Thousand (225,000) Shares (such Shares, "Option Shares") and/or an additional Two Hundred Twenty Five Thousand (225,000) Warrants (such Warrants, "Option Warrants") for the sole purpose of covering over-allotments, if any. The shares of Common Stock issuable upon exercise of the Warrants are sometimes collectively referred to herein as the "Warrant Shares." The Firm Shares and the Firm Warrants are sometimes collectively referred to herein as the "Firm Securities"; the Option Shares ad the Option Warrants are sometimes collectively referred to herein as the "Option Securities." The Firm Securities, the Option Securities and the Warrant Shares are more fully described in the Registration Statement and the Prospectus referred to herein and are hereinafter sometimes collectively referred to as the "Securities."
The Shares and the Warrants. (i) The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights; (ii) the Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company enofrceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability; (iii) the Warrant Shares to be issued by the Company upon exercise of the Warrants, as provided therein, have been duly and validly authorized and, when issued and delivered upon exercise as provided under the Warrant, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iv) the issuance of the Securities and the Warrant Shares is not subject to any preemptive or similar rights.
The Shares and the Warrants. Upon payment of the Purchase Price, the Purchasers will acquire good and marketable title to the Shares and the Warrants, free and clear of all Liens, and such Shares shall be validly issued, fully paid and nonassessable. Upon exercise of the Warrants, in whole or, from time to time, in part, and upon payment of the exercise price therefor, in accordance with the terms of the Warrants, the Purchasers will acquire good and marketable title to the Warrant Shares, free and clear of all Liens, and such Warrant Shares shall be validly issued, fully paid and nonassessable.
The Shares and the Warrants. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of (i) 20,833,334 Shares and (ii) 20,833,334 Warrants. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Shares and Warrants set forth opposite their names on Schedule A. The purchase price per Share and the accompanying one Warrant to be paid by the several Underwriters to the Company shall be $0.6768 per share and accompanying Warrant.
The Shares and the Warrants. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company other than such rights that have been duly waived or otherwise satisfied. The Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. The Warrants to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and the Warrant Agreement and, when executed and delivered by the Company pursuant to this Agreement and the Warrant Agreement against payment of the consideration set forth herein, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, fully paid and nonassessable; and the issuance of the Warrant Shares will not be subject to any preemptive or other similar rights of any securityholder of the Company other than such rights that have been duly waived or otherwise satisfied. The Warrants conform in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.
The Shares and the Warrants. The issuance of the Shares and Warrant Shares have been duly and validly authorized by the Company and, the Shares, when issued, delivered and paid for in accordance with the terms of this Agreement and the Subscription Agreements, and the Warrant Shares, when issued, delivered and paid for in accordance with the terms of the Warrants, will have been duly and validly issued and will be fully paid and nonassessable, will not be subject to any statutory or contractual preemptive rights or other rights to subscribe for or purchase or acquire any shares of Common Stock of the Company that have not been waived or complied with, and will conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.
