Nature and Purchase of Units Sample Clauses

Nature and Purchase of Units. 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 certain investors (each, an “Investor” and, collectively, the “Investors”) up to a maximum offering amount of $t of units (“Units”) at a purchase price of $[●] per Class A Unit (as defined below) and $ t per Class B Unit (as defined below), each consisting of either: (A) one common share, with no par value per share, of the Company (each, a “Common Share”) and one warrant (each, a “Warrant”) to purchase one Common Share at an exercise price of $t (representing 125% of the Class A Unit (as defined below) offering price (the “Public Offering Price”) set forth on the cover of the Prospectus (as defined in subsection 2.11 hereof) for a period of five (5) years, subject to adjustment as provided in the Warrant (each, a “Class A Unit”); or (B) one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Common Share 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 and one Warrant (each, a “Class B Unit”). The Units, including the Common Shares, the Warrants, the Pre-Funded Warrants, and the Underlying Common Shares (as defined below), are collectively referred to as the “Public Securities”. The Public Securities shall be issued directly by the Company to Investors pursuant to a Securities Purchase Agreement dated the date hereof (the “Securities Purchase Agreement”) and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. No Class A Units will be certificated, and the Common Shares and the Warrants comprising the Class A Units will be separated immediately upon issuance. No Class B Units will be certificated, and the Pre-Funded Warrants and the Warrants comprising the Class B Units will be separated immediately upon issuance. The certificates evidencing the Warrants (the “Warrant Certificates”) will be in the form attached hereto as Exhibit A. The certificate evidencing the Pre-Funded Warrants (the “Pre-Funded Warrant Certificate”) will be in the form attached hereto as Exhibit B. The offering and sale of the Public Securities is herein referred to as the “Offering”.
Sample 1
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Nature and Purchase of Units. 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 certain investors (each an “Investor” and, collectively, the “Investors”) up to a maximum offering amount of $[•] of units (“Units”) at a purchase price of $[•] per Unit, each consisting of one (1) share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) and one half of one warrant (each a “Warrant” and collectively, the “Warrants”), where each whole Warrant is exercisable to purchase one share of Common Stock. The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares.” The Units and the Warrant Shares are hereinafter referred to together as the “Public Securities.” Each Warrant will be exercisable for a period of five (5) years at an exercise price of $[•] per share, subject to adjustment as provided in the Warrants. The Warrants shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and West Coast Transfer, Inc., as warrant agent (the “Warrant Agent Agreement”).
Sample 1
Nature and Purchase of Units. (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 2,181,818 Units, each such “Unit” consisting of one share of common stock, par value $0.001 per share (the “Common Stock”), and one Series A Warrant to purchase one share of common stock (the “Series A Warrants”).
Sample 1

Related to Nature and Purchase of Units

  • Nature and Purchase of Firm Shares (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 [●] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

  • 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”).

  • Purchase of Units 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, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

  • Purchase of Firm Shares Based on 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 Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

  • Nature and Survival All statements contained in this Agreement or in any Exhibit attached hereto, any agreement executed pursuant hereto, and any certificate executed and delivered by any party pursuant to the terms of this Agreement, shall constitute representations and warranties of Company and Shareholders, jointly and severally, or of Pentegra, as the case may be. All such representations and warranties, and all representations and warranties expressly labeled as such in this Agreement shall survive the date of this Agreement and the Closing Date for a period of five (5) years following the Closing Date, except that (i) the representations and warranties with respect to environmental and medical waste laws and health care laws and matters shall survive for a period of fifteen (15) years and tax representations shall survive until one year after the expiration of the applicable statute of limitations. Each party covenants with the other parties not to make any claim with respect to such representations and warranties, against any party after the date on which such survival period shall terminate. No party shall be entitled to claim indemnity from any other party pursuant to SECTION 10.2 or 10.3 hereof, unless such party has timely given the notice required in SECTION 10.2, 10.3 or 10.4 hereof, as the case may be. Each party hereby releases, acquits and discharges the other party from any and all claims and demands, actions and causes of action, damages, costs, expenses and rights of setoff with respect to which the notices required by SECTION 10.2, 10.3 or 10.4, as applicable, are not timely provided.

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Purchase of Firm Units On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Nature and Survival of Representations All representations, warranties and covenants made by any party in this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby for one year from the Closing. All of the parties hereto are executing and carrying out the provisions of this Agreement in reliance solely on the representations, warranties and covenants and agreements contained in this Agreement and not upon any investigation upon which it might have made or any representation, warranty, agreement, promise or information, written or oral, made by the other party or any other person other than as specifically set forth herein.

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