Common use of Underwriter Warrant Clause in Contracts

Underwriter Warrant. Frankly Inc., a British Columbia corporation (the “Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [●] (“Holder”), as registered owner of this Underwriter Warrant, is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Commencement Date”), and at or before 5:00 p.m., Eastern time, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the ”Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] common shares, no par value, of the Company (“Common Shares”), and up to [____] warrants, each to purchase one Common Share on the terms as described in the Prospectus (each, a “Warrant” and collectively, the “Warrants”). Until such time as the Warrants issued in the Offering have been redeemed pursuant to Section 7 of the Warrant Agreement (the “Redemption Date”), this Underwriter Warrant may only be exercised for Common Shares and Warrants in a fixed combination of one Common Share and one Warrant to purchase a Common Share (for ease of reference, only, a “Unit”) and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”), subject to adjustment as provided in Section 6 hereof. From and after the Redemption Date, this Underwriter Warrant may only be exercised for Common Shares and references herein to Unit, Units, Warrant Unit and Warrant Units shall mean Common Shares. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Underwriter 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 Underwriter Warrant. This Underwriter Warrant is initially exercisable at US$[___] per Unit [120% of the combined public offering price of the Common Shares and Warrants 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 Underwriter Warrant 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. As used herein, “Effective Date” means the date on which the Company’s Registration Statement on Form S-1 (File No.: 333-214578) (the “Registration Statement”) is initially declared effective by the Securities and Exchange Commission (the “Commission”). Capitalized terms used herein have the respective meanings ascribed thereto in the prospectus, dated [●], 2017, included in the Registration Statement unless otherwise defined herein.

Appears in 1 contract

Samples: Frankly Inc

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Underwriter Warrant. Frankly Inc.THIS CERTIFIES THAT, a British Columbia corporation for value received, Network 1 Financial Securities, Inc. or its registered assigns (the “Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [●] (Holder” or HolderNetwork 1”), as registered owner of this Underwriter WarrantWarrant issued by Sentage Holdings Inc., a Cayman Islands company (the “Company”), is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2021 (the “Commencement Date”), and the effective date of the offering (the “Offering”), as set forth in the Company’s registration statement on Form F-1 (No. 333-254558) (the “Registration Statement”), until at or before 5:00 p.m., Eastern timeTime, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2026 (the five-year anniversary of the Commencement Date) (the “Expiration Date”), ) but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] common shares______ (__________) 1 ordinary shares (the “Shares”), no $0.001 par value, value per share of the Company (the Common Company Ordinary Shares”), and up to [____] warrants, each to purchase one Common Share on the terms as described in the Prospectus (each, a “Warrant” and collectively, the “Warrants”). Until such time as the Warrants issued in the Offering have been redeemed pursuant to Section 7 of the Warrant Agreement (the “Redemption Date”), this Underwriter Warrant may only be exercised for Common Shares and Warrants in a fixed combination of one Common Share and one Warrant to purchase a Common Share (for ease of reference, only, a “Unit”) and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”), subject to adjustment as provided in Section 6 hereof. From and after the Redemption Date, this Underwriter Warrant may only be exercised for Common Shares and references herein to Unit, Units, Warrant Unit and Warrant Units shall mean Common Shares. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Underwriter Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Underwriter Warrant. This Underwriter Warrant is initially exercisable at US$[$___] _______ per Unit [120Share (125% of the combined public offering price per Company Ordinary Share at the effective date of the Common Shares and Warrants sold in the Offering]) so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Underwriter Warrant 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. As used herein, “Effective Date” means the date on which the Company’s Registration Statement on Form S-1 (File No.: 333-214578) (the “Registration Statement”) is initially declared effective by the Securities and Exchange Commission (the “Commission”). Capitalized terms used herein have the respective meanings ascribed thereto in the prospectus, dated [●], 2017, included in the Registration Statement unless otherwise defined herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sentage Holdings Inc.)

Underwriter Warrant. Frankly Inc.THIS CERTIFIES THAT, a British Columbia corporation for value received, Network 1 Financial Securities, Inc. or its registered assigns (the “Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [●] (Holder” or HolderNetwork 1”), as registered owner of this Underwriter WarrantWarrant issued by Goxus Inc., a Cayman Islands exempted company with limited liability (the “Company”), is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2020 (the “Commencement Date”), and the effective date of the offering (the “Offering”), as set forth in the Company’s registration statement on Form F-1 (No. 333-235982) (the “Registration Statement”), until at or before 5:00 p.m., Eastern timeTime, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2025 (the five-year anniversary of the Commencement Date) (the “Expiration Date”), ) but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] common shares______ (__________) ordinary shares (the “Shares”), no par value, value US$0.0002 per share of the Company (the Common Company Ordinary Shares”), and up to [____] warrants, each to purchase one Common Share on the terms as described in the Prospectus (each, a “Warrant” and collectively, the “Warrants”). Until such time as the Warrants issued in the Offering have been redeemed pursuant to Section 7 of the Warrant Agreement (the “Redemption Date”), this Underwriter Warrant may only be exercised for Common Shares and Warrants in a fixed combination of one Common Share and one Warrant to purchase a Common Share (for ease of reference, only, a “Unit”) and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”), subject to adjustment as provided in Section 6 hereof. From and after the Redemption Date, this Underwriter Warrant may only be exercised for Common Shares and references herein to Unit, Units, Warrant Unit and Warrant Units shall mean Common Shares. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Underwriter Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Underwriter Warrant. This Underwriter Warrant is initially exercisable at US$[$___] _______ per Unit [Share (120% of the combined public offering price per Company Ordinary Share at the effective date of the Common Shares and Warrants sold in the Offering]) so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Underwriter Warrant 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. As used herein, “Effective Date” means the date on which the Company’s Registration Statement on Form S-1 (File No.: 333-214578) (the “Registration Statement”) is initially declared effective by the Securities and Exchange Commission (the “Commission”). Capitalized terms used herein have the respective meanings ascribed thereto in the prospectus, dated [●], 2017, included in the Registration Statement unless otherwise defined herein.

Appears in 1 contract

Samples: Underwriting Agreement (Goxus, Inc)

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Underwriter Warrant. Frankly Inc.THIS CERTIFIES THAT, a British Columbia corporation for value received, Network 1 Financial Securities, Inc. or its registered assigns (the “Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, [●] (Holder” or HolderNetwork 1”), as registered owner of this Underwriter WarrantWarrant issued by Sentage Holdings Inc., a Cayman Islands company (the “Company”), is entitled, at any time or from time to time from [________________] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2021 (the “Commencement Date”), and the effective date of the offering (the “Offering”), as set forth in the Company’s registration statement on Form F-1 (No. 333-[_______]) (the “Registration Statement”), until at or before 5:00 p.m., Eastern timeTime, [____________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] , 2026 (the five-year anniversary of the Commencement Date) (the “Expiration Date”), ) but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [____] common shares______ (__________)1 ordinary shares (the “Shares”), no $0.001 par value, value per share of the Company (the Common Company Ordinary Shares”), and up to [____] warrants, each to purchase one Common Share on the terms as described in the Prospectus (each, a “Warrant” and collectively, the “Warrants”). Until such time as the Warrants issued in the Offering have been redeemed pursuant to Section 7 of the Warrant Agreement (the “Redemption Date”), this Underwriter Warrant may only be exercised for Common Shares and Warrants in a fixed combination of one Common Share and one Warrant to purchase a Common Share (for ease of reference, only, a “Unit”) and each such Unit, a “Warrant Unit” and all such Units, the “Warrant Units”), subject to adjustment as provided in Section 6 hereof. From and after the Redemption Date, this Underwriter Warrant may only be exercised for Common Shares and references herein to Unit, Units, Warrant Unit and Warrant Units shall mean Common Shares. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Underwriter Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Underwriter Warrant. This Underwriter Warrant is initially exercisable at US$[$___] _______ per Unit [120Share (125% of the combined public offering price per Company Ordinary Share at the effective date of the Common Shares and Warrants sold in the Offering]) so purchased; provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Underwriter Warrant 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. As used herein, “Effective Date” means the date on which the Company’s Registration Statement on Form S-1 (File No.: 333-214578) (the “Registration Statement”) is initially declared effective by the Securities and Exchange Commission (the “Commission”). Capitalized terms used herein have the respective meanings ascribed thereto in the prospectus, dated [●], 2017, included in the Registration Statement unless otherwise defined herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sentage Holdings Inc.)

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