Underwriters Securities Clause Samples
The 'Underwriter’s Securities' clause defines the specific securities that an underwriter is authorized to purchase, offer, or sell in connection with a securities offering. Typically, this clause outlines the types and quantities of shares or bonds involved, and may specify any options or rights granted to the underwriter, such as an overallotment option. Its core practical function is to clearly delineate the scope of the underwriter’s authority and responsibility, ensuring all parties understand which securities are covered by the underwriting agreement and thereby reducing the risk of disputes or misunderstandings.
Underwriters Securities. The Underwriter’s securities, including any securities included therein or issuable upon exercise or conversion of any security included therein, have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Underwriter’s securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Underwriter’s securities have been duly and validly taken. When negotiating a Business Combination with a potential business combination target, the Company will use its commercially reasonable efforts to ensure that this representation will also remain true for any entity that will survive a Business Combination with the Company as the listed, issuing entity. Further, when issued, the Underwriter’s Over-allotment Option will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Underwriter’s Over-allotment Option is enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Underwriters Securities. The Company will sell to the Underwriters, for nominal consideration, warrants to purchase up to one share of Common Stock and one Warrant for each ten shares of Common Stock and ten Warrants sold in the Offering (a maximum of 80,000 shares of Common Stock and 80,000 Warrants) at a price equal to $6.00 per share of Common Stock and $0.12 per Warrant (the "Underwriters' Warrants"). The Underwriters' Warrants, shares of Common Stock and Warrants underlying the Underwriters' Warrants and shares of Common Stock issuable upon exercise of the Warrants underlying the Underwriters' Warrants are hereinafter referred to collectively as the "Underwriters' Securities." The Underwriters' Warrants shall be non-exercisable and non-transferable (other than to officers and directors of the Underwriters and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriters' Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriters' Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Underwriters Securities. The Company will sell to the Underwriters, for $10.00, a warrant to purchase an amount equal to ten percent 10% of the Common Stock and Warrants sold in this Offering excluding the Additional Securities (a maximum of 100,000 shares of Common Stock and Warrants) (the" Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Warrants underlying the Underwriters' Warrants shall be exercisable at a price of $9.20 per share of Common Stock and $.14375 per Warrant. The Underwriters' Securities shall be non-exercisable and non-transferable (other than to (i) officers of the Underwriters, and (ii) members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, they are exercisable and transferable for a period of four years. If the Underwriters' Securities are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Underwriters Securities. The Company will sell to the Underwriters, for $10.00, a warrant to purchase an amount equal to ten percent 10% of the Common Stock and Warrants sold in this Offering excluding the Additional Securities (a maximum of 100,000 shares of Common Stock and Warrants) (the" Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Warrants underlying the Underwriters' Warrants shall be exercisable at a price of $6.00
Underwriters Securities. The Company will sell to the Underwriters, for nominal consideration, a warrant to purchase 140,000 Units at a price of 140% the public offering price of the Units, exercisable over a period of four years commencing one year from the Effective Date (the "Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Underwriters' Securities shall be non-exercisable and non-transferable (other than to officers and directors of the Underwriters and to members of the selling group) for a period of 12 months following the Effective Date. If the Underwriters' Securities are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Underwriters Securities. The Company will sell to the Underwriter, for nominal consideration, warrants to purchase up to $550,000 principal amount of Debentures at a price equal to $1,200 per Debenture (the "Underwriter's Warrants"). The Underwriter's Warrants and shares of Common Stock underlying the Underwriter's Warrants are hereinafter referred to collectively as the "Underwriter's Securities." The Underwriter's Warrants shall be non-exercisable and non-transferable (other than to officers and partners of the Underwriter and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriter's Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriter's Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriter's Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Underwriters Securities. The Company will sell to the Underwriter, for nominal consideration, warrants to purchase up to one share of Common Stock for each ten shares of Common Stock sold in the Offering excluding the Additional Securities (a maximum of 115,000 shares of Common Stock) at a price equal to $_______ per share of Common Stock (the "Underwriter's Warrants"). The Underwriter's Warrants and shares of Common Stock underlying the Underwriter's Warrants are hereinafter referred to collectively as the "Underwriter's Securities." The Underwriter's Warrants shall be non-exercisable and non-transferable (other than to officers and partners of the Underwriter and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriter's Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriter's Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriter's Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Underwriters Securities