Underwriters’ Warrants. The Company hereby agrees to issue to the Representative (and/or its permitted designees) on a Closing Date, a warrant or warrants, as applicable (in the form attached as Exhibit A hereto, the “Underwriters’ Warrant”) to purchase the number of Ordinary Shares equal to seven percent (7%) of the number of Firm Shares and Option Shares, if any, issued in the Offering (“Warrant Shares”). The Underwriters’ Warrants will be exercisable at any time and from time to time, in whole or in part, during the five (5) year period commencing six (6) months from the commencement of sales of the Offering, at an initial exercise price equal to 125% of the price per share paid by investors in the Offering. The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriters’ Warrants and the Warrant Shares during the one hundred eighty (180) days after the effective date (the “Effective Date”) of the Registration Statement (as defined below), and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriters’ 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 the circumstances listed under FINRA Rule 5110(e)(2). Delivery of the Underwriters’ Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative may request. The Underwriters’ Warrants may be exercised as to all or a lesser number of the underlying Ordinary Shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying Ordinary Share at the Company’s expense, an additional demand registration at the Underwriter’s Warrants holder’s expense provided such demand registration rights will not be greater than five years from the date of the commencement of sales of this Offering in compliance with FINRA Rule 5110(g)(8)(C), and immediate and unlimited “piggyback” registration rights for a period of five (5) years after the Effective Date at the Company’s expense. The Underwriters’ Warrants shall further provide for adjustment in the number and price of such warrants (and the Ordinary Share underlying such Warrants) in th...
Underwriters’ Warrants. The Company hereby agrees to issue and sell to Underwriter on the Closing Date warrants to purchase that number of shares of Common Stock equal to an aggregate of 10% of the amount of Public Securities sold in the Offering, including all Option Shares (the “Underwriter’s Warrants”). The Underwriter’s Warrants as evidenced by the Underwriter’s Warrant Agreement in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing one (1) year after the Effective Date and expiring five (5) years after the Effective Date at an initial exercise price per share of Common Stock of $_______ [120% of the public offering price of the Public Securities]. The Underwriter’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 Underwriter 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, 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 other than in accordance with FINRA Rule 5110.
Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriters (and/or their respective designees) on the Closing Date, Warrants to purchase an aggregate of six percent (6%) of the shares of Common Stock issued in the Offering (the “Underwriters’ Warrants”). The Underwriters’ Warrants shall be exercisable, in whole or in part, commencing 181 days after the date of the commencement of the sales of the public securities and expiring on the five-year anniversary of the date on which the Underwriters’ Warrants first become exercisable, at an initial exercise price of $[ ] per share, which is equal to one hundred and ten percent (110%) of the initial public offering price of the Units issued at such closing. The Underwriters’ Warrants and the shares of Common Stock issuable upon exercise of the Underwriters’ Warrants are hereinafter referred to collectively as the “Underwriters’ Securities.”
Underwriters’ Warrants. The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 5% of the Offered Securities gross proceeds on a Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the Closing Date (the “Effective Date”) at an initial exercise price equal to 150% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary 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 Warrant, 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 the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrant shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
Underwriters’ Warrants. Upon issuance of the Underwriter’s Warrants pursuant to Section 3.4 of this Agreement, the Underwriter and designees of the Underwriter will receive good and marketable title thereto, free and clear of all liens, encumbrances, charges and claims whatsoever; and the Company will have on the Effective Date and at the time of delivery of such Underwriter’s Warrants the requisite power and authority to sell, transfer and deliver such Underwriter’s Warrants in the manner provided hereunder.
Underwriters’ Warrants. The Underwriter’s Warrants will be issued in the same form as the Public Warrants.
Underwriters’ Warrants. At the Closing Date, and each Option Closing Date, if any, the Company shall deliver to the Underwriters warrants (the “Underwriter Warrants”) to purchase a number of shares of Common Stock (the “Underwriter Warrant Shares”) equal to 7.0% of the sum of the number of Firm Shares and Option Shares issued on such Closing Date and Option Closing Date, as applicable, in certificated form registered in the name of the Underwriters (or their designees), which Underwriters Warrants shall have an exercise price of $[ ] (120% of the price per Firm Share set forth in Section 1.1.1 hereof) subject to adjustment therein, in the form attached hereto as Exhibit A. The Firm Shares, the Option Shares and the Underwriter Warrant Shares are hereinafter referred to together as the “Shares.” The Shares and Underwriter Warrants are hereinafter referred to together as the “Public Securities.”
Underwriters’ Warrants. On the First Closing Date, the Company shall sell to the Underwriter for $50 the Underwriter's Warrant, which shall first become exercisable one year after the Effective Date and shall remain exercisable for a period of four (4) years thereafter. The Underwriter's Warrants shall be subject to certain transfer restrictions and shall be in substantially the form filed as an exhibit to the Registration Statement and attached as Appendix B hereto.
Underwriters’ Warrants. The Company has the corporate power and authority to issue the Underwriter’s Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is 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 Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have b...
Underwriters’ Warrants. At the Closing Time, the Company shall execute and deliver to Xxxx warrants in the form attached hereto as Exhibit D evidencing the right to purchase an aggregate of [10% of Initial Securities] [shares of Common Stock], an amount equal to 10% of the Initial Securities issued in the offering. The Underwriters’ Warrants will have an exercise price equal to $[*] per share, 120% of the offering price per share of the Initial Securities sold in the offering. The Underwriters’ Warrants and any shares of Common Stock acquired upon exercise of the Underwriters’ Warrants shall be subject to lock-up pursuant to FINRA Rule 5110(g) for a period of 180 days immediately following the date of this Agreement.