Underwriters Securities Sample Clauses

Underwriters Securities. The Company will sell to the Underwriters, for nominal consideration, warrants to purchase up to one share of Common Stock and one Warrant for each ten shares of Common Stock and ten Warrants sold in the Offering, excluding the Additional Securities (a maximum of 58,000 shares of Common Stock and 58,000 Warrants) at a price equal to $6.00 per share of Common Stock and $.12 per Warrant (which Warrants shall be exercisable at $5.00 per share) (the "Underwriters' Warrants"). The Underwriters' Warrants, shares of Common Stock and Warrants underlying the Underwriters' Warrants and shares of Common Stock issuable upon exercise of the Warrants underlying the Underwriters' Warrants are hereinafter referred to collectively as the "Underwriters' Securities." The Underwriters' Warrants shall be non-exercisable and non-transferable (other than to officers and directors of the Underwriters and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriters' Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriters' Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Sample 1
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Underwriters Securities. The Company will sell to the Underwriter, for nominal consideration, warrants to purchase up to $550,000 principal amount of Debentures at a price equal to $1,200 per Debenture (the "Underwriter's Warrants"). The Underwriter's Warrants and shares of Common Stock underlying the Underwriter's Warrants are hereinafter referred to collectively as the "Underwriter's Securities." The Underwriter's Warrants shall be non-exercisable and non-transferable (other than to officers and partners of the Underwriter and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriter's Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriter's Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriter's Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering. 2.
Sample 1
Underwriters Securities. The Company will sell to the Underwriter, for nominal consideration, warrants to purchase up to one share of Common Stock for each ten shares of Common Stock sold in the Offering excluding the Additional Securities (a maximum of 115,000 shares of Common Stock) at a price equal to $_______ per share of Common Stock (the "Underwriter's Warrants"). The Underwriter's Warrants and shares of Common Stock underlying the Underwriter's Warrants are hereinafter referred to collectively as the "Underwriter's Securities." The Underwriter's Warrants shall be non-exercisable and non-transferable (other than to officers and partners of the Underwriter and to members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, the Underwriter's Warrants shall be exercisable and transferable for a period of four years (provided such transfer is in accordance with the Securities Act and any other applicable securities laws). If the Underwriter's Warrants are not exercised during their term, they shall, by their terms, automatically expire. The Underwriter's Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Sample 1
Underwriters Securities. The Company will sell to the Underwriters, for $10.00, a warrant to purchase an amount equal to ten percent 10% of the Common Stock and Warrants sold in this Offering excluding the Additional Securities (a maximum of 100,000 shares of Common Stock and Warrants) (the" Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Warrants underlying the Underwriters' Warrants shall be exercisable at a price of $6.00
Sample 1
Underwriters Securities. The Company will sell to the Underwriters, for nominal consideration, a warrant to purchase 140,000 Units at a price of 140% the public offering price of the Units, exercisable over a period of four years commencing one year from the Effective Date (the "Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Underwriters' Securities shall be non-exercisable and non-transferable (other than to officers and directors of the Underwriters and to members of the selling group) for a period of 12 months following the Effective Date. If the Underwriters' Securities are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Sample 1
Underwriters Securities. The Company will sell to the Underwriters, for $10.00, a warrant to purchase an amount equal to ten percent 10% of the Common Stock and Warrants sold in this Offering excluding the Additional Securities (a maximum of 100,000 shares of Common Stock and Warrants) (the" Underwriters' Warrants," and collectively with the Securities underlying the Underwriters' Warrants, the "Underwriters' Securities"). The Warrants underlying the Underwriters' Warrants shall be exercisable at a price of $9.20 per share of Common Stock and $.14375 per Warrant. The Underwriters' Securities shall be non-exercisable and non-transferable (other than to (i) officers of the Underwriters, and (ii) members of the selling group and their officers or partners) for a period of 12 months following the Effective Date. Thereafter, they are exercisable and transferable for a period of four years. If the Underwriters' Securities are not exercised during their term, they shall, by their terms, automatically expire. The Underwriters' Securities shall be registered for sale to the public and shall be included in the Registration Statement filed in connection with the Offering.
Sample 1
Underwriters Securities 
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Related to Underwriters Securities

  • Underwriters’ Warrants The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date or Option Closing Date, as applicable, a warrant to purchase a number of Shares equal to (x) 5% of the gross payment amount sourced by the Underwriter and its selling syndicate and soliciting dealers and (y) 3% of the gross payment sourced by the Company on a Closing Date or Option Closing Date for the Offered Securities divided by the Purchase Price (“Underwriter’s Warrant”). The Underwriter’s Warrant agreement, in the form attached hereto as Exhibit A (the “Underwriters’ Warrant Agreement”), shall be exercisable, in whole or in part, commencing on the Effective Date and expiring on the three-year anniversary from the date of issuance at an initial exercise price equal to 120% of the Purchase Price of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying shares of ordinary shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Underwriter or of any such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Underwriter’s Warrant Agreement shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

  • Underwriters The copies of the Registration Statement and each amendment thereto furnished to the U.S. Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Underwriter’s Cutback In connection with any registration of shares, including any Underwritten Shelf Takedown, the underwriter may determine that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten. Notwithstanding any contrary provision of this Section 3 and subject to the terms of this Section 3.3.1, the underwriter may limit the number of shares which would otherwise be included in such registration or Underwritten Shelf Takedown by excluding any or all Registrable Securities from such registration or Underwritten Shelf Takedown. Upon receipt of notice from the underwriter of the need to reduce the number of shares to be included in the registration or Underwritten Shelf Takedown, the Company shall advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration or Underwritten Shelf Takedown shall be allocated in the following manner: shares, other than Registrable Securities, requested to be included in such registration or Underwritten Shelf Takedown by other shareholders shall be excluded unless the Company, with the consent of the parties required to approve any amendment or waiver of this Agreement pursuant to Section 6.2, has granted registration rights which are to be treated on an equal basis with Registrable Securities for the purpose of the exercise of the underwriter cutback (such shares afforded such equal treatment being “Parity Shares”); and, if a limitation on the number of shares is still required, the number of Registrable Securities, Parity Shares and other shares of Common Stock that may be included in such registration or Underwritten Shelf Takedown shall be allocated, as nearly as practicable, as follows:

  • Underwriter No action taken pursuant to this Section shall relieve any defaulting U.S. Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the U.S. Underwriters to purchase and the Company to sell the relevant U.S. Option Securities, as the case may be, either the U.S. Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "U.S. Underwriter" includes any person substituted for a U.S. Underwriter under this Section 10.

  • Placement Securities The Placement Securities have been duly authorized and reserved for issuance and when issued and paid for, will be validly issued, fully paid and non-assessable; the Placement Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate actions required to be taken for the authorization, issuance and sale of the Placement Securities have been duly and validly taken. When issued, the Placement Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock underlying the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • Underwritten Offerings Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • Forward Purchase Securities The Forward Purchase Shares and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Forward Purchase Contract and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of the Forward Purchase Securities are not and will not be subject to personal liability by reason of being such holders; the Forward Purchase Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Securities has been duly and validly taken. The Forward Purchase Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Forward Purchase Units and the Forward Purchase Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been reserved for issuance and upon the exercise of the applicable Forward Purchase Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable.

  • Delivery to the Underwriters of Registration Statements The Company has delivered or made available or shall deliver or make available to the Representative and counsel for the Representative, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-T.

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