Common use of Unit Purchase Option Clause in Contracts

Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a unit purchase option (“Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.0% of the number of Units issued in the Offering, in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ ], which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Shares, the Series C Warrants and the shares of Common Stock issuable upon conversion or exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities 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 Representative’s Unit Purchase Option, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 3 contracts

Samples: Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.), Underwriting Agreement (Great Basin Scientific, Inc.)

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Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a unit purchase option (“Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.0% of the number of Units issued in the Offering, in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ [●], which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Shares, the Series C Warrants and the shares of Common Stock issuable upon conversion or exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities 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 Representative’s Unit Purchase Option, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Vapor Corp.)

Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date a unit purchase option (the “Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.05% of the number of Units issued in the OfferingOffering (excluding the Over-Allotment Option), pursuant to a unit purchase option agreement in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ ]5.1625, which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Shares, shares of Common Stock and the Series C Warrants comprising the Representative’s Unit Purchase Option and the shares of Common Stock issuable upon conversion or exercise thereof of the Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities 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 Representative’s Unit Purchase Option, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Sigma Labs, Inc.)

Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date a unit purchase option (the “Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.05% of the number of Units issued in the Offering, pursuant to a unit purchase option agreement in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ [_], which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Sharesshares of Common Stock, the Series C Preferred Shares and the Warrants comprising the Representative’s Unit Purchase Option and the shares of Common Stock issuable upon conversion or exercise thereof of the Preferred Shares and Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities 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 Representative’s Unit Purchase Option, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Skyline Medical Inc.)

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Unit Purchase Option. The Company hereby agrees to issue to the Representative (and/or and /or its designees) on the Closing Date a unit purchase option (the “Representative’s Unit Purchase Option”) for the purchase of a number of Units equal to 5.05% of the number of Units issued in the OfferingOffering (excluding the Over-Allotment Option), pursuant to a unit purchase option agreement in the form attached hereto as Exhibit A (the “Representative’s Unit Purchase Option Agreement”), at an initial exercise price of $[ [_], which is equal to 125% of the initial public offering price per Unit. The Representative’s Unit Purchase Option, the Preferred Shares, shares of Common Stock and the Series C Warrants comprising the Representative’s Unit Purchase Option and the shares of Common Stock issuable upon conversion or exercise thereof of the Warrants are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Unit Purchase Option and the underlying securities 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 Representative’s Unit Purchase Option, 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) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; or as otherwise expressly permitted by Rule 5110(g), and only if any such transferee agrees to the foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Sigma Labs, Inc.)

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