Common use of Securities Commission Clause in Contracts

Securities Commission. A Securities commission (the “Securities Commission”) equivalent to two percent (2%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing. Additionally, ODB shall be entitled to two percent (2%) of the dollar value of any proceeds received from the exercise of any Warrants. ODB will comply with Lock-Up Restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Securities Commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), ODB will not accept a Securities Commission in options, warrants or convertibles which violates 5110(g) including but not limited to (a) is exercisable or convertible more than five years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer’s expense; (c) has a demand registration right with a duration of more than five years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven years from the commencement of sales of the public offering; (e) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security.

Appears in 2 contracts

Samples: Offering Listing Agreement (Robot Cache US Inc.), Offering Listing Agreement (Robot Cache US Inc.)

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Securities Commission. A Securities At the time of closing, ODB shall be entitled to a securities commission (the “Securities Commission”) equivalent to two percent (2%) of the dollar value of the securities Securities issued to Investors pursuant to each Offering at the time of closingOffering, for all sales up to but not over $10,000,000 in aggregate sales. Additionally, ODB shall No securities commission will be entitled to two percent (2%) of the dollar value of any proceeds received from the exercise of any Warrantspayable on sales over $10,000,000. ODB will comply with Lock-Up Restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Securities Commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), ODB will not accept a Securities Commission in options, warrants or convertibles which violates 5110(g) ), including but not limited to a Securities Commission in options, warrants or convertibles that (a) is are exercisable or convertible more than five years from the commencement of sales of the public offering; (b) has have more than one demand registration right at the issuer’s expense; (c) has have a demand registration right with a duration of more than five years from the commencement of sales of the public offering; (d) has have a piggyback registration right with a duration of more than seven years from the commencement of sales of the public offering; (e) has have anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-have anti- dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security.

Appears in 1 contract

Samples: Offering Listing Agreement (Robot Cache US Inc.)

Securities Commission. A ODB will be entitled to a Securities commission (the “Securities Commission”) equivalent to two percent (2%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing. Additionally, ODB shall be entitled to two percent (2%) of the dollar value of any proceeds received from the exercise of any Warrants. ODB will comply with Lock-Up Restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating hypothecating, or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Securities Commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), ODB will not accept a Securities Commission in options, warrants warrants, or convertibles which violates 5110(g) including including, but not limited to to, (a) is exercisable or convertible more than five (5) years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer’s 's expense; (c) has a demand registration right with a duration of more than five (5) years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven (7) years from the commencement of sales of the public offering; (e) has anti-anti- dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security.

Appears in 1 contract

Samples: Engagement Agreement (Unbanked, Inc.)

Securities Commission. A ODB will be entitled to a Securities commission (the “Securities Commission”) equivalent to two one percent (21.0%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing. Additionally, ODB shall be entitled to two percent (2%) of the dollar value of any proceeds received from the exercise of any Warrants. ODB will comply with Lock-Up Restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating hypothecating, or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Securities Commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), ODB will not accept a Securities Commission in options, warrants warrants, or convertibles which violates 5110(g) including including, but not limited to to, (a) is exercisable or convertible more than five (5) years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer’s expense; (c) has a demand registration right with a duration of more than five (5) years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven (7) years from the commencement of sales of the public offering; (e) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security. The Securities Commission will not be shared with any Approved Third Party Broker.

Appears in 1 contract

Samples: Engagement Agreement (Caary Capital Ltd.)

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Securities Commission. A ODB will be entitled to a Securities commission (the “Securities Commission”) equivalent to two percent (22.0%) of the dollar value of the securities issued to Investors pursuant to each Offering at the time of closing. Additionally, ODB shall be entitled to two percent (2%) of the dollar value of any proceeds received from the exercise of any Warrants. ODB will comply with Lock-Up Restriction required by FINRA Rule 5110(e)(1), not selling, transferring, assigning, pledging, or hypothecating hypothecating, or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Securities Commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), ODB will not accept a Securities Commission in options, warrants warrants, or convertibles which violates 5110(g) including including, but not limited to to, (a) is exercisable or convertible more than five (5) years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer’s 's expense; (c) has a demand registration right with a duration of more than five (5) years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven (7) years from the commencement of sales of the public offering; (e) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security. ODB has no registration rights.

Appears in 1 contract

Samples: Engagement Agreement (Boxabl Inc.)

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