Xxxxx Xxxestment Banking Corp. For a period of five (5) years from the Effective Date the Company (i) at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company's financial statements for each of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company's 10-Q quarterly report and the mailing of quarterly financial information to stockholders and (ii) shall not change its accounting firm without the prior written consent of the Chairman or the President of the Underwriter.
Xxxxx Xxxestment Banking Corp a fee of 5% of the aggregate exercise price of the Warrants, a portion of which may be reallowed to the dealer who solicited in writing the exercise (which may also be the Underwriter) if (i) the market price of the Company's Common Stock is greater than the exercise price of the Warrants on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to customers, both as part of the original offering and at the time of exercise, and (v) the solicitation of the Warrant was not in violation of Rule 10b-6 promulgated under the Securities Exchange Act of 1934, as amended. The Company agrees not to solicit the exercise of any Warrants other than through D.H. Xxxxx
Xxxxx Xxxestment Banking Corp. In the event of certain contingencies provided for in the Warrant Agreement, the Purchase Price or the number of shares of Common Stock and Class B Warrants subject to purchase upon the exercise of each Class A Warrant represented hereby are subject to modification or adjustment. Each Class A Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional shares of Common Stock will be issued. In the case of the
Xxxxx Xxxestment Banking Corp a fee of 5% of the aggregate exercise price of the Warrants, of which 1% may be reallowed to the dealer who solicited the exercise (which may also be D.H. Xxxxx Xxxestment Banking Corp.) if (i) the market price of the Company's Class A Common Stock is greater than the exercise price of the Warrants on the date
Xxxxx Xxxestment Banking Corp. By:________________________________________ Martxx X. Xxxx, Xxce Chairman and General Counsel
Xxxxx Xxxestment Banking Corp a fee of 5% of the aggregate exercise price of the Warrants, a portion of which may be reallowed to the dealer who solicited in writing the exercise (which may also be the Representative) if (i) the market price of the Company's Common Stock is greater than the exercise price of the Warrants on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc., (iii) the Warrant is not held in a discretionary account; (iv) the disclosure of compensation arrangements has been made in documents provided to customers, both as part of the original offering and at the time of exercise, and (v) the solicitation of the Warrant was not in violation of Rule 10b-6 promulgated under the Securities Exchange Act of 1934, as amended. The Company agrees not to solicit the exercise of any Warrants other than through D.H. Xxxxx Xxxestment Banking Corp. and will not authorize any other dealer to engage in such solicitation without the prior written consent of D.H. Xxxxx Xxxestment Banking Corp., unless D.H. Xxxxx Xxxestment Banking Corp. refuses or is unable to solicit such exercise.
Xxxxx Xxxestment Banking Corp. By: ______________________________________ Authorized Officer
Xxxxx Xxxestment Banking Corp. Each Warrant represented hereby is exercisable at the option of the Registered Holder, but no fractional shares of Class A Common Stock will be issued. In the case of the exercise of less than all the Warrants represented hereby, the Company shall cancel this Warrant Certificate upon the surrender hereof and shall execute and deliver a new Warrant Certificate or Warrant Certificates of like tenor, which the Warrant Agent shall countersign, for the balance of such Warrants.
Xxxxx Xxxestment Banking Corp. As Representative of the Several Underwriters 44 Wxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 On'Village Communications, Inc., a California corporation (the "Company"), proposes to issue and sell to the underwriters named in Schedule A (the "Underwriters") pursuant to this Agreement (the "Agreement"), an aggregate of 1,900,000 Units, each unit being hereinafter referred to as a "Unit" and consisting of (i) one share of Class A Common Stock ("Shares") and (ii) one redeemable Class A Warrant ("Warrants") to purchase one share of Class A Common Stock at a price of $6.50 from the Separation Date (as defined in the Warrant Agreement) to _______ __, 2002. The Warrants are subject to redemption, in certain instances commencing one year from the date of this Agreement. In addition, the Company proposes to grant to the Underwriters (or at its option, the Representative individually), the option referred to in Section 2(b) to purchase all or any part of an aggregate of 285,000 additional Units. Unless the context otherwise indicates, the term "Units" shall include the 285,000 additional Units referred to above. The aggregate of 1,900,000 Units to be sold by the Company, together with all or any part of the 285,000 Units which the Underwriters have the option to purchase, and the Shares and the Warrants comprising such Units, are herein called the "Units." The Class A Common Stock of the Company to be outstanding after giving effect to the sale of the Shares is herein called the "Class A Common Stock." The Shares and Warrants included in the Units (including the Units which the Underwriters have the option to purchase) are herein collectively called the "Securities." You have advised the Company that you and the other Underwriters desire to purchase, severally, the Units, and that you have been authorized by the Underwriters to execute this agreement on their behalf. The Company confirms the agreements made by it with respect to the purchase of the Units by the several Underwriters on whose behalf you are signing this Agreement as follows:
Xxxxx Xxxestment Banking Corp a fee of 5% of the aggregate exercise price of the Warrants, of which 1% may be reallowed to the dealer who solicited in writing the exercise (which may also be the Representative) if (i) the market price of the Company's Class A Common Stock is greater than the exercise price of the Warrants on the date of exercise; (ii) the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc., (iii) the Warrantholder designates in writing that the exercise of the Warrant was solicited by a member of the National Association of Securities Dealers, Inc. and designates in writing the broker-dealer to receive compensation for such exercise; (iv) the Warrant is not held in a discretionary account; (v) the disclosure of compensation arrangements has been made in documents provided to customers, both as part of the original offering and at the time of exercise, and (vi) the solicitation of the Warrant was not in violation of Regulation M promulgated under the Securities Exchange Act of 1934, as amended. The Company agrees not to solicit the exercise of any Warrants other than through D.H. Xxxxx Xxxestment Banking Corp. and will not authorize any other dealer to engage in such solicitation without the prior written consent of D.H.
