Nature and Purchase of Firm Securities Sample Clauses

Nature and Purchase of Firm Securities. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] shares (each, a “Firm Share” and collectively, the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For every one Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase one share of Common Stock each at an exercise price of $[●] per share (the public offering price per Firm Share in the Offering plus $1.00) (each, a “Warrant” and collectively, the “Warrants”), or an aggregate of [●] Warrants to purchase an aggregate of [●] shares of Common Stock (the “Firm Warrants” and together with the Firm Shares, the “Firm Securities”). The Firm Shares and Firm Warrants shall be sold as a unit (a “Firm Unit”), consisting of one Firm Share and one Firm Warrant. (B) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per Firm Unit ([●]% of the Firm Unit Offering Price), and the purchase price of the Firm Unit shall be allocated as follows: (i) $[●] per Firm Share [●]% of the per Firm Share offering price) and (ii) $[●] per Firm Warrant ([●]%) of the per Firm Warrant offering price. The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in 2(a)(i)(A) hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 2,000,000 authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), together with warrants to purchase an aggregate of 2,000,000 shares of Common Stock each at an exercise price of $5.50 (110% of the public offering price per Firm Share in the Offering), in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Firm Warrants,” and collectively with the Common Stock, the “Firm Securities”). (ii) Each Firm Share will be sold together with one Firm Warrant and will be immediately separable upon issuance. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and accompanying Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $4.60 per Firm Share and accompanying Firm Warrant (92% of the public offering price for each Firm Share and accompanying Firm Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of 3,000,000 units (“Firm Units”) of the Company. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Units set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of $9.75 per Firm Unit. The Underwriters, severally and not jointly, agree that they will not seek payment of the Deferred Compensation (as defined below) unless and until an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be, has been consummated by the Company, and the Company agrees that it shall pay the Deferred Compensation only upon consummation of such Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the case may be. The Firm Units are to be offered initially to the public (the “Offering”) at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Series A Share (“Series A Shares” including any security issued upon conversion or consolidation of the Series A Shares in accordance with the Amended and Restated Certificate of Incorporation of the Company) of the Company’s common stock, $0.0001 par value, (“Common Stock”) and one warrant (“Warrants”), all as further described in the Registration Statement. The Series A Shares and the Warrants included in the Firm Units will not be separately transferable until the ninetieth (90) day after the Effective Date (as hereinafter defined) unless the Representative notifies the Company of its decision to allow for earlier trading, but in no event will the Representative allow separate trading until the preparation of an audited balance sheet of the Company reflecting receipt by the Company of the proceeds of the Offering, the filing of a Form 8-K by the Company which includes such balance sheet and the Company issuing a press release announcing when such separate trading will begin. Each Warrant entitles its holder to exercise it to purchase one Series A Share for $7.50 during the period commencing on the later of: (i) the consolidation of each series of the Common Stock into one class of Common Stock after consummation of an A...

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [_______] ordinary shares, par value $0.00002 per share (“Ordinary Shares”) of the Company (the “Firm Shares” or the “Firm Securities). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price of $[____] per Firm Share (92% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, an aggregate of _______ Million (____,000,000) shares (the “Firm Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”). (ii) The Underwriter agrees to purchase from the Company the Firm Shares at a purchase price (net of discounts and commissions) of $____ per Share (90% of the per Share public offering price). The Firm Shares are to be offered initially to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of _____________ shares (“Firm Shares”) of Common Stock, par value $.001 per share (the “Shares”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price (net of discounts and commissions) of [___] per Share (93% of the per Share offering price). The Firm Shares are to be offered initially to the public (the “Offering”) at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 382,972 shares (each a “Firm Share”, and in the aggregate, the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and an aggregate of 590,000 pre-funded warrants (each, a “Pre-Funded Warrant”, and in the aggregate, the “Firm Pre-Funded Warrants”; and together with the Firm Shares, the “Firm Securities”) to purchase one share of Common Stock at an exercise price of $0.0001 until such time as the Pre-Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Pre-Funded Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $1.702 per Firm Share (92% of the per Firm Share offering price) and $1.7019 per Firm Pre-Funded Warrant (92% of the per Firm Share offering price minus $0.0001). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [ ] Class A Units (each, a “Class A Unit” and collectively, the “Class A Units”), each Class A Unit consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant, in the form filed as an exhibit to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each, a “Warrant” and collectively, the “Warrants”), and an aggregate of [ ] Class B Units (each, a “Class B Unit” and collectively, the “Class B Units”), each Class B Unit consisting of one share of Series B Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”), each share of Preferred Stock convertible into [ ] shares of Common Stock at a conversion price of $[ ] per share, subject to adjustments and Warrants to purchase up to [ ] shares of Common Stock . Each Warrant shall be exercisable for a period of five years at an exercise price of $[ ] per share, subject to adjustment as provided in the Warrants. The [ ] Class A Units and the [ ] Class B Units are collectively referred to herein as the “Firm Securities.” (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Securities set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[ ] per Class A Unit (93% of the per Class A Unit offering price) and $930.00 per Class B Unit (93% of the per Class B Unit offering price).. The Firm Securities are to be offered initially to the public as units at the respective offering prices set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] ordinary shares of the Company (the “Firm Shares”), par value $0.003 per share (the “Ordinary Shares”), together with warrants to purchase an aggregate of [●] Ordinary Shares each at an exercise price of $[●] ([●]% of the public offering price per Firm Share in the Offering), in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Firm Warrants,” and collectively with the Firm Shares, the “Firm Securities”). The number of Public Securities and Representative’s Securities (each as defined below) and pricing information in this Agreement reflect the impact of the reverse stock split of the Company’s shares of Common Stock that will become effective in the Cayman Islands on [●], 2021 at a ratio of one-for-three. (ii) Each Firm Share will be sold together with one Firm Warrant and will be immediately separable upon issuance. The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and accompanying Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[●] per Firm Share and accompanying Firm Warrant (93% of the public offering price for each Firm Share and accompanying Firm Warrant). The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

Nature and Purchase of Firm Securities. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) [•] shares (“Firm Securities”) of the Company’s common stock, $.0001 par value (the “Common Stock”) and (ii) an aggregate of [●] warrants to purchase Common Stock on the terms described in the Prospectus, as defined herein. The Firm Securities and the Firm Warrants are referred to together as the “Firm Securities,” and the Warrants and the Common Stock of the Company are referred to herein together as the “Securities.” The Warrants are to be issued pursuant to a Warrant Agent Agreement (the “Warrant Agent Agreement”) in the form filed as an exhibit to the Registration Statement. (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares and Firm Warrants set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[•] per Share and $ [●] per Warrant; provided that the purchase price per Share and Warrant shall be [●]% of the prices referred to in the last sentence with respect to any sales to investors based in China that the Company introduced to the Representative and that were not previously contacted by the Representative in connection with the offering that is the subject of this Agreement or another securities offering. The Firm Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).