Underwriter Warrants. At the Closing Date, the Underwriter Warrants and, as to each Option Closing Date, if any, the additional Underwriter Warrants, in definitive form, in such denominations and registered in such names as the Underwriters or their designees request, shall have been delivered to the several Underwriters.
Underwriter Warrants. If the Underwriter Warrants are held by holders other than the Underwriters or their Permitted Transferees, the Underwriter Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
Underwriter Warrants. The Company shall issue to Xxxxxxxxxx or its designees on each of the Closing Date and each Option Closing Date, warrants (the “Underwriter Warrants”) to purchase that number of shares of Common Stock equal to 5% of the aggregate number of shares of Common Stock and Pre-Funded Warrants issued on each of the Closing Date and each Option Closing Date. The Underwriter Warrants shall be in a customary form reasonably acceptable to the Underwriter and the Company, shall be exercisable, in whole or in part, immediately and expiring on the five-year anniversary of the effective date of the Registration Statement at an initial exercise price per share of Common Stock of $[●], which is equal to 130% of the initial public offering price of the Units. The Underwriter Warrants shall be subject to the limitation on exercise set forth in FINRA Rule 5110(f)(2)(G)(i); provided, however that pursuant to FINRA Rule 5110(g)(1) the Underwriter Warrants shall not 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 the securities by any person for a period of 180 days immediately following the effective date of the Registration Statement, except for the transfers enumerated in FINRA Rule 5110(g)(2).
Underwriter Warrants. 24 SECTION 4.27 Series B Stock................................................................ 25 SECTION 4.28 Public Warrants............................................................... 25
Underwriter Warrants. The Company has the corporate power and authority to issue the Warrants (as defined below) and to perform its obligations thereunder. The Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States or under the Canadian Securities Laws in Canada. The shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Warrants in accordance with the terms of the Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrant Shares when issued upon exercise of the Warrants will be free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Warrants and the Warrant Shares are pursuant to an exemption from the registration requirements of the Securities Act. In addition to the foregoing representations and warranties, any certificate signed by any officer of the Company or any of the Subsidiaries and delivered to the Underwriters in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Underwriter Warrants. At the First Closing Date, the Company shall issue the Underwriter Warrants to the Representative in form and substance acceptable to the Representative.
Underwriter Warrants. The Company hereby agrees to issue to the Representative (and/or its affiliates, employees or third-party designees) at the Closing Time and each Date of Delivery, if any, warrants (“Underwriter Warrants”) for the purchase of an aggregate of a number of shares of Common Stock (the “Underwriter Warrant Shares”), representing 7% of the Closing Securities sold at the Closing Time and 7% of the Option Shares sold at each Date of Delivery, if any. The Underwriter Warrants, in form and substance acceptable to the Representative, shall be exercisable, in whole or in part, commencing on the date that is 180 days after the date of this Agreement and expiring on the five year anniversary of the date of this Agreement at an initial exercise price per share of Common Stock of $4.025. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after this Agreement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter 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 date of this Agreement to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering or (ii) a bona fide officer, partner, employee or registered representative of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter Warrants shall be made at the Closing Time and each Date of Delivery, if any, and shall be issued in the name or names and in such authorized denominations as the Representative may request.
Underwriter Warrants. At the Closing the Company shall deliver each Underwriter a Warrant to purchase up to a number of shares of Common Stock equal to 6.0% of the Closing Shares (2.0% of the Closing Shares issued to investors on the President’s List up to $5,000,000), for the account of such Underwriter or its designees, which Warrant shall be on the same terms as the Closing Warrants.
Underwriter Warrants. At the Closing Time and at each Date of Delivery (if any), the Company shall have delivered to the Representative an executed copy or copies of the Underwriter Warrants.
Underwriter Warrants. Following commencement of the Offer, and in compliance with its obligations pursuant to the terms of the Underwriter Warrants, the Company shall provide each holder of Underwriter Warrants appropriate notice so that each holder shall have a reasonable opportunity to exercise such holder's Underwriter Warrants and receive the Offer Price for each Underwriter Warrant. To the extent required by the Underwriter Warrants, Purchaser agrees 34 39 to assume the obligations of the Company under the Underwriter Warrants as contemplated by Section 4(iv) of the Underwriter Warrants.
