Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]("Holder"), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock of the Company, par value $.001 per share (the "Shares"), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] per Share (165% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriters’ Warrant Agreement (Ventrus Biosciences Inc)
Warrant. THIS CERTIFIES THATWARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated [●], 2023 (the “Underwriting Agreement”), XX Xxxxxx, a division of Benchmark Investments, LLC (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of [ ]("assignees, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] ●], 2023 (the "Commencement “Exercise Date"”), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2028 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] Class A ordinary shares of common stock of (the Company“Shares”), par value $.001 0.0001 per share (share, of the "Shares")Company, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________●] per Share (165100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or in effect at the adjusted exercise pricedate the Exercise Price is determined, depending on after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the contextmeaning ascribed thereto in the Underwriting Agreement.
Appears in 2 contracts
Samples: Purchase Warrant Agreement (Chanson International Holding), Purchase Warrant Agreement (Chanson International Holding)
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]("Holder"), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock of the Company, par value $.001 per share (the "Shares"), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] per Share (165125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 2 contracts
Samples: Underwriting Agreement (Ventrus Biosciences Inc), Underwriters’ Warrant Agreement (Ventrus Biosciences Inc)
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Consumer Capital Group Inc., a Delaware corporation (the “Company”) and Boustead Securities, LLC (“Boustead”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2019 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of [ ]("assigns, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Issuance Date"), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2024 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] shares of common stock of the CompanyCompany (“Common Stock”), $0.0001 par value $.001 per share (the "“Shares"”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________] 5.00 per Share (165% of the price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary of the Effective Date (as hereinafter defined).
Appears in 2 contracts
Samples: Underwriting Agreement (Consumer Capital Group, Inc.), Underwriter's Warrant Agreement (Consumer Capital Group, Inc.)
Warrant. THIS CERTIFIES THATWarrant No. W-1 Warrant to Purchase 100,000 Shares of Common Stock AUGMENT SYSTEMS, in consideration of funds duly paid by INC. This certifies that FLEET NATIONAL BANK, its nominees, successors or on behalf of [ ]assigns (the "Holder"), as registered owner of this Warrantfor value received, is entitled to Ventrus Biosciencespurchase from AUGMENT SYSTEMS, Inc. INC., a Delaware corporation (the "Company"), Holder is entitled100,000 fully paid and nonassessable shares of the Company's Common Stock, $0.01 par value (the "Common Stock"), at a price of $1.00 per share (the "Exercise Price"), at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] up to and including 5:00 p.m. (Boston time) on the "Commencement Date"Expiration Date (as hereinafter defined), upon surrender to the Company at its principal office at 2 Roxxxxx Xxxx, Westford, Massachusetts 01886 (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Expiration Date"), but not thereafter, to subscribe for, purchase signed and receiveupon payment, in whole or in partany manner set forth herein, up to [____] shares of common stock of the Company, par value $.001 per share (aggregate Exercise Price for the "Shares"), number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Exercise Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then 4 of this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] per Share and the Warrant Shares are being or will be issued pursuant to and are subject to the terms and provisions of that certain Warrant Purchase Agreement of even date herewith between the Company and Fleet National Bank (165% of the price of "Agreement"). Capitalized terms used and not otherwise defined herein shall have the Shares sold respective meanings ascribed to them in the Offering); provided, however, that upon Agreement. This Warrant is subject to the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share following terms and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.conditions:
Appears in 1 contract
Warrant. THIS CERTIFIES THAT5.1. As an inducement to Executive entering into this Agreement, in consideration the Company will deliver to Executive, within ten (10) days of funds duly paid by or on behalf of [ ]the date hereof, a warrant (the "HolderWarrant"), as registered owner exercisable for a period of this Warrant, five years from the date hereof to Ventrus Biosciences, Inc. purchase up to 500,000 shares of the Company's Common Stock (the "CompanyWarrant Shares"), Holder is entitled, ) at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] an exercise price of $1.60 per share (such price representing the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock closing price of the Company's common stock on October 11, par value $.001 per share (2005, as agreed upon between the parties hereto pursuant to that certain letter agreement dated October 11, 2005, hereinafter referred to as the "SharesLetter of Intent"). The Warrant will provide that Executive's right to acquire the Warrant Shares shall vest as follows:
(i) 100,000 Warrant Shares upon the execution of this Agreement, subject (ii) 100,000 Warrant Shares on each of October 22, 2006, October 22, 2007, October 22, 2008 and October 22, 2009 and (iii) 100,000 Warrant Shares on the date, if any, that each New Florida Center commences its operations (i.e., performs a PET scan for a fee on a patient) or on the closing date of the acquisition of any such New Florida Center during the Term of this Agreement (with respect to adjustment the vesting provisions set forth in clauses (ii) and (iii), the applicable Warrant Shares will vest on the earlier of such dates if and as they occur). Notwithstanding the foregoing, the Warrant Shares which have not vested will immediately vest upon any issuance by the Company of a non-renewal notice prior to October 22, 2010 as provided in Section 6 3.2 hereof or upon any termination of this Agreement by Executive pursuant to Section 3.3(g) hereof. If In the Expiration Date event this Agreement is a day on which banking institutions are authorized terminated by law the Company pursuant to closeSection 3.3(c) or Section 3.3(f), then this the Warrant may be exercised will expire on the next succeeding day which is date of any such termination (Executive will be entitled to retain any Warrant Shares acquired by him upon the exercise of the Warrant prior to the date of any such termination). In addition, the Warrant shall also grant Executive one demand registration right with respect to the vested Warrant Shares underlying such Warrants and "piggy-back" registration rights with respect thereto.
5.2. Executive will have the right to exchange all (but not such part) of the 400,000 vested Warrant Shares for a day 20% equity interest in accordance with all of the terms herein. During the period ending New Florida Centers existing on the Expiration Datedate of any such exchange, without making any payment to the Company therefor, provided that Executive makes such election, in writing, prior to any exercise of the Warrant and not later than October 22, 2008. In the event that Executive fails to provide such notice to the Company by such date, Executive's exchange right described herein will terminate as of October 22, 2008. In the event that Executive exercises his exchange right under this Section 5.2, the Company agrees not that, at all times thereafter, all costs and expenses allocated by the Company to take the aforesaid New Florida Centers will be allocated on a basis consistent with the allocation of such costs and expenses at all imaging centers owned by the Company in which it has physician partners at the time of any action that would terminate such exchange.
5.3. Executive will execute any lock-up agreement with respect to the Warrant. This Warrant and/or the Warrant Shares which is initially exercisable at $[________] per Share (165% requested by any placement agent or underwriter of the price Company's securities, provided that such lock-up agreement is on the same terms and conditions as the lock-up agreement signed by the other officers and directors of the Shares sold in Company at the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share time and the number of Shares with respect to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the contextrequest.
Appears in 1 contract
Samples: Executive Employment Agreement (Sagemark Companies LTD)
Warrant. THIS CERTIFIES THAT, in consideration of funds $100.00 duly paid by or on behalf of [ ]("Holder"), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Holder"), as registered owner of this Warrant, to CPI Aerostructures, Inc. ("Company"), Holder is entitled, at any time or from time to time at or after February __, 2004 ("Commencement Date"), and at or before 5:00 p.m., Eastern Time, February __, 2008 ("Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock _____________ (_________) Common Shares of the Company, $.001 par value $.001 per share (the "Common Shares"), subject pursuant to adjustment which the Company has registered Common Shares. This Warrant is one of a series of similar warrants of like tenor to purchase up to 200,000 Common Shares (collectively, the "Warrants"). The Common Shares are sometimes referred to herein as provided in Section 6 hereof. the "Securities." If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] _ per Common Share (165% of the price of the Shares sold in the Offering)purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Common Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of [ ]_____ ("Holder"), as registered owner of this Warrantor such Holder’s legal assigns, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] time, upon vesting of this Warrant (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, Time on OCTOBER ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] , 2016 (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] _ shares of common stock (”Common Stock”) of Flex Fuels Energy, Inc. (the “Company”) at an exercise price of $0.07 per share. Notwithstanding the foregoing, if during the term of this Warrant the Holder shall cease, for any reason, to be an employee, officer or director of the Company, par value $.001 per share Company (the "Shares"“Triggering Event”), subject as the case may be, including by reason of death, the Warrant shall immediately expire to adjustment as provided in Section 6 hereofthe extent not vested at the time of or by reason of the Triggering Event. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] the above stated prices per Share (165% share of the price of the Shares sold in the Offering)Common Stock purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share prices and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Samples: Common Stock Purchase Warrant (Flex Fuels Energy, Inc.)
Warrant. THIS CERTIFIES THAT, in consideration of funds _______ and other good and valuable consideration, duly paid by or on behalf of [ ]__________ ("Holder"), as registered owner of this Warrant, to Ventrus BiosciencesAmerican Biogenetic Sciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] at or after the dates set forth in the vesting schedule set forth below (the each a "Commencement Date"), and at or before 5:00 p.m., Eastern Time, Time ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] , 2002 (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] _________________________________________________ shares of common stock Class A Common Stock of the Company, par value $.001 per share Company (the "SharesCommon Stock"), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[a price per share of Common Stock as follows: _______ with respect to ________ shares of Common Stock, _] per Share (165% ______ with respect to _______ shares of the price Common Stock, and of the Shares sold in the Offering)______ with respect to ______ shares of Common Stock; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the applicable exercise price per Share and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Samples: Warrant Agreement (American Biogenetic Sciences Inc)
Warrant. THIS CERTIFIES THAT, in consideration of funds $100 duly paid by or on behalf of [ []("Holder"), as registered owner of this Warrant, to Ventrus BiosciencesCutanea Life Sciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Date"), and at or before 5:00 p.m.5:00p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] shares of common stock of the Company, par value $.001 0.001 per share (the "Shares"), ) subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] per Share (165120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between China Eco-Materials Group Co. Limited, a Cayman Islands company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2019 (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or on behalf of [ ]("assigns, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Issuance Date"), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2024 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] shares of common stock ordinary shares, $0.0001 par value, of the Company, par value $.001 per share Company (the "“Ordinary Shares"”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________●] per Ordinary Share (165% of the price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. [1] 5th year anniversary of the Effective Date (as hereinafter defined). [2] warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering [3] The issuance date should be the Closing Date as defined in the Underwriting Agreement.
Appears in 1 contract
Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Jowell Global Ltd., a Cayman Islands company limited by shares (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2021 (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or on behalf of [ ]("assigns, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Issuance Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2026 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] shares of common stock ordinary shares, $0.0001 par value, of the Company, par value $.001 per share Company (the "“Ordinary Shares"”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein, provided, however, for clarification, that banking institutions shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of banking institutions in The City of New York generally are open for use by customers on such day. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________] ●]4 per Ordinary Share (165% of the price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary from the commencement of sales of the Offering.
Appears in 1 contract
Warrant. THIS CERTIFIES THAT, in consideration of funds $10 duly paid by or on behalf of [ ]Network 1 Financial Securities, Inc. ("Holder"), as registered owner of this Warrant, to Ventrus BiosciencesDelicious Brands, Inc. (the "Company"), Holder is Holdxx xx entitled, at any time or from time to time from at or after ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] , 1999 (the "Commencement Date"), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] , 2003 (the "Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [100,000 shares of Common Stock of the Company, $.01 par value ("Common Stock"). This Warrant is one of a series of similar Warrants of like tenor to purchase up to ____] _____ shares of common stock of the CompanyCommon Stock (collectively, par value $.001 per share (the "SharesWarrants"), subject . The shares of Common Stock are sometimes collectively referred to adjustment herein as provided in Section 6 hereof. the "Securities." If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which that is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________] _ per Share (165% share of the price of the Shares sold in the Offering)Common Stock purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares shares of Common Stock to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Warrant. THIS CERTIFIES THATWARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among J-Star Holding Co., Ltd., a Cayman Islands exempted company (the “Company”), and [ ] (the “Representatives” and each, a “Representative”), dated [●], 2024 (the “Underwriting Agreement”) (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of [ ]("assignees, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] ●], 2024 (the "Commencement “Exercise Date"”), and at or before 5:00 p.m., Eastern Timetime, __________________[●], 202_ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] ordinary shares of common stock of (the Company“Shares”), par value $.001 0.50 per share (share, of the "Shares")Company, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________●] per Share (165110% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or in effect at the adjusted exercise pricedate the Exercise Price is determined, depending on after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the contextmeaning ascribed thereto in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (J-Star Holding Co., Ltd.)
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between Golden Metropolis International Limited, a British Virgin Islands company (the “Company”) and Boustead Securities, LLC (“Boustead”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2018 (the “Underwriting Agreement”), Boustead (in such capacity with its permitted successors or on behalf of [ ]("assigns, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] ●], 2018 (the "Commencement “Exercise Date"”), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2023 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] shares of common stock ordinary shares, no par value, of the Company, par value $.001 per share Company (the "“Ordinary Shares"”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________] 5.00 per Share (165% of the price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or the adjusted exercise price, depending on the context.. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary of the issuance date 2 NTD: 7% of shares issued in offering
Appears in 1 contract
Samples: Underwriting Agreement (Golden Metropolis International LTD)
Warrant. THIS CERTIFIES THATWARRANT (this “Warrant”) certifies that, pursuant to that certain underwriting agreement by and among Chanson International Holding., a Cayman Islands exempted company (the “Company”), and XX Xxxxxx, a division of Benchmark Investments, LLC (the “Representatives” and each, a “Representative”), dated March 29, 2023 (the “Underwriting Agreement”), [Holder’s Name] (in consideration of funds duly paid by such capacity with its permitted successors or on behalf of [ ]("assignees, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, subject to Section 3 hereof, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] September 29, 2023 (the "Commencement “Exercise Date"”), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] March 29, 2028 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____Number of Shares] Class A ordinary shares of common stock of (the Company“Shares”), par value $.001 0.001 per share (share, of the "Shares")Company, subject to adjustment as provided in Section 6 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________] 4.00 per Share (165100% of the initial public offering price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 5 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or in effect at the adjusted exercise pricedate the Exercise Price is determined, depending on after giving effect to any adjustment pursuant to Section 5. Any term not defined herein shall have the contextmeaning ascribed thereto in the Underwriting Agreement.
Appears in 1 contract
Samples: Purchase Warrant Agreement (Chanson International Holding)
Warrant. THIS CERTIFIES THAT, in consideration connection with, and conditioned upon, the closing of funds duly paid the transactions set forth in that certain Amendment No. 2 to Term Loan and Security Agreement dated March 28, 2011, by or on behalf of [ ]("Holder"), as registered owner of this Warrant, to Ventrus Biosciencesand between PhotoMedex, Inc. (the "“Company"”), a Nevada corporation, and Clutterbuck Funds, LLC (“Holder”), a Delaware limited liability company, Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] March 28, 2011 (the "“Commencement Date"”), and at or before 5:00 p.m., Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] March 27, 2016 (the "”Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] 109,650 shares (the “Shares”) of common stock of the Company, par value $.001 0.01 per share (the "Shares"), “Common Stock”) subject to adjustment as provided in Section 6 7 hereof. If the Expiration Date is a day on which banking institutions in New York, New York are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the WarrantWarrant without the written consent of the Holder. This Warrant is initially exercisable at $[________] 5.70 per Share (165% of the “Initial Exercise Price”, being the Nasdaq closing price of on March 8, 2011, and the Shares sold in same as $5.70, the OfferingNasdaq closing price on March 25, 2011); provided, however, that upon the occurrence of any of the events specified in Section 6 7 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price Initial Exercise Price or the adjusted exercise price, depending on the context.
Appears in 1 contract
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid pursuant to that certain Underwriting Agreement by or and between JOB AIRE GROUP INC., an Arizona corporation (the “Company”) and Spartan Capital Securities, LLC, on behalf of [ the other hand, dated [*], 202[*], as amended ("the “Underwriting Agreement”), Spartan Capital Securities, LLC (“Holder")”) and its assignees, as registered owner holders of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] *], 202[*], the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock no par value (the "Commencement “Common Stock”), (the “Effective Date"”), and at or before 5:00 p.m., Eastern Timetime, ___________________ on [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS*], 202[*] (five (5) years from the "date hereof) (the “Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____*] shares of common stock Common Stock (equal to five percent (5.0%) of the Company, par value $.001 per share (Common Stock sold in the "Shares"offering including any exercise of the overallotment option), subject to adjustment as provided in Section 6 hereofhereof (the “Warrant Shares”). For avoidance of doubt, Warrant (as defined below) will not be exercisable more than five (5) years from the commencement of sales of the Common Stock in the initial public offering. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Warrant (“Warrant”). Capitalized terms not defined herein shall have the Warrant. This Warrant is initially exercisable at $[________] per Share (165% of the price of the Shares sold meaning ascribed to them in the Offering); provided, however, that upon Underwriting Agreement by and among the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term "Exercise Price" shall mean the initial exercise price or the adjusted exercise price, depending on the contextCompany.
Appears in 1 contract
Samples: Representative’s Warrant Agreement (Job Aire Group Inc.)
Warrant. THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between China Eco-Materials Group Co. Limited, a Cayman Islands company (the “Company”) and Network 1 Financial Securities, Inc. (“Network 1”), as representative (the “Representative”) of the several underwriters listed in consideration of funds duly paid by Schedule A thereto (the “Underwriters”), dated [●], 2020 (the “Underwriting Agreement”), Network 1 (in such capacity with its permitted successors or on behalf of [ ]("assigns, the “Holder"”), as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Issuance Date"), and at or before 5:00 p.m., Eastern Timetime, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] ●], 2025 (the "“Expiration Date"”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____●] shares of common stock ordinary shares, $0.0001 par value, of the Company, par value $.001 per share Company (the "“Ordinary Shares"”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Warrant may be exercised on the next succeeding business day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate the this Warrant. This Warrant is initially exercisable at $[________●] per Ordinary Share (165% of the price of the Shares sold in the Offering“Exercise Price”); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Warrant, including the exercise price Exercise Price per Ordinary Share and the number of Ordinary Shares to be received upon such exercise, shall be adjusted as therein specified. The term "“Exercise Price" ” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. 1 5th year anniversary of the Effective Date (as hereinafter defined). 2 warrants to purchase an amount equal to ten percent (10%) of the Ordinary Shares sold in the offering 3 The issuance date should be the Closing Date or the Option Closing Date, as defined in the Underwriting Agreement.
Appears in 1 contract
Samples: Warrant Agreement (China Eco-Materials Group Co. LTD)
Warrant. THIS CERTIFIES THAT(a) The Exercise Price of the Warrant held by the Investor (the “Investor’s Warrant”) is hereby automatically increased to $0.10, subject to further adjustment as provided therein, and the Investor’s Warrant is hereby amended to reflect the foregoing.
(b) The initial Warrant Share Amount (as defined in consideration the Investor’s Warrant) is hereby automatically reduced to 17,500,000 shares of funds duly paid by or on behalf of [ ]Common Stock ("Holder"as defined in the Investor’s Warrant), subject to further adjustment as registered owner of this Warrant, to Ventrus Biosciences, Inc. (the "Company"), Holder is entitled, at any time or from time to time from ________________ [DATE THAT IS ONE YEAR FROM DATE OF PROSPECTUS] (the "Commencement Date")provided therein, and at or before 5:00 p.m.the Investor’s Warrant is hereby amended to reflect the foregoing.
(c) Section 1.1(a) of the Investor’s Warrant is hereby deleted in its entirety and replaced with the following: “Subject to the terms and conditions hereof, Eastern Time, ___________________ [DATE THAT IS FIVE YEARS THE FROM DATE OF THE PROSPECTUS] (this Warrant shall be automatically exercised by the "Expiration Holder on each Tranche Notice Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part. Within one (1) Trading Day following such Tranche Notice Date and automatic exercise, up Holder shall (i) deliver, for record keeping purposes, a written notice to [____] shares of common stock of the Company, par value $.001 per share in the form attached hereto as Appendix 1 (the "Shares"“Exercise Notice”)(it being understood and agreed that the delivery of an Exercise Notice shall not be a condition to the automatic exercise of this Warrant), subject and (ii) pay to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not an amount equal to take any action that would terminate the Warrant. This Warrant is initially exercisable at $[________] per Share (165% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted applicable Exercise Price multiplied by this Warrant, including the exercise price per Share and the number of Warrant Shares as to be received upon such exercisewhich this Warrant is being exercised (the “Aggregate Exercise Price”), which payment shall be adjusted made by the issuance and delivery of a recourse promissory note substantially in the form attached as therein specifiedExhibit G to the Purchase Agreement (each, a “Recourse Note”), or, if applicable and permitted by Section 1.4, by cashless exercise pursuant to Section 1.4. The term "Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Price" Notice with respect to less than all of the Warrant Shares shall mean have the initial exercise price or same effect as cancellation of the adjusted exercise price, depending on original Warrant certificate and issuance of a new Warrant certificate evidencing the contextright to purchase the remaining number of Warrant Shares.”
(d) Section 1.4 of the Investor’s Warrant is hereby deleted in its entirety and replaced with the following:
Appears in 1 contract
Samples: Amendment Agreement (Elite Pharmaceuticals Inc /Nv/)