Nature and Purchase of Firm Securities Sample Clauses
The 'Nature and Purchase of Firm Securities' clause defines the terms under which securities are to be purchased by the underwriter on a firm commitment basis. It typically outlines that the underwriter agrees to buy a specified quantity of securities from the issuer, regardless of whether they are able to resell them to investors. This means the underwriter assumes the risk of any unsold securities, ensuring the issuer receives the agreed-upon funds. The core function of this clause is to allocate risk between the issuer and the underwriter, providing certainty to the issuer regarding the capital to be raised.
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 [·] shares (the “Firm Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), including rights to purchase shares of Series A Junior Participating Cumulative Preferred Stock of the Company, which are attached to all shares of Common Stock (collectively, “Firm Shares”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one warrant to purchase [one (1)] share of Common Stock at an exercise price of $[·] per share (each, a “Warrant”), or an aggregate of [·] ([·]) Warrants to purchase an aggregate of [·] shares of Common Stock (the “Firm Warrants”). The Firm Shares and the Firm Warrants may be purchased separately and will be separately tradable immediately upon issuance (each, a “Firm Security” and, collectively, 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 set forth on Schedule 1 attached hereto (100% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to Eastern Capital Limited, a Cayman exempted company, and its Affiliates and Associates (collectively, “Eastern Capital”) and 93% of the per Firm Share and Firm Warrant offering prices for shares of Common Stock and Warrants purchased for sale to all other parties). 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). “Affiliates” and “Associates” (i) shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act (as defined below), as in effect on the date of this Agreement and (ii) as to Eastern Capital, shall also include,
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 ___________ units (the “Firm Units”), with each Firm Unit consisting of one (1) authorized but unissued common share of the Company, no par value per share (the “Common Shares”), together with a Series A Warrant to purchase one (1) Common Share, in the form filed as an exhibit to the Registration Statement (as hereinafter defined) (the “Firm Warrants”, and collectively with the Firm Units and Common Shares, the “Firm Securities”). Each Common Share and Firm Warrant and will be immediately separable upon issuance of the Firm Units and listing on the Exchange (as defined below). 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 (92% of the public offering price for each Firm Unit). 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 [•] shares (“Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). For each Firm Share issued and sold by the Company, the Company shall issue and sell to the several Underwriters one (1) warrant to purchase [ ] ([ ]) share[s] of Common Stock at an exercise price of $[ ] per share (each, a “Warrant”) or an aggregate of [ ] ([ ]) Warrants to purchase an aggregate of [ ] shares of Common Stock (the “Firm Warrants”) (each of the Firm Shares and the Firm Warrants, a “Firm Security” and, collectively, the “Firm Securities”).
(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 Firm Security (94% of the per Firm Security offering price). 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, (a) 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 $0.0001 per share (the “Common Stock”) and a warrant, in the form filed as Exhibit __ to the Registration Statement (as defined in Section 2.1.1 below), to purchase one share of Common Stock (each, a “Firm Warrant” and, collectively, the “Firm Warrants”), and (b) 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 the Company’s Series C convertible preferred stock (the “Preferred Stock”) and a Firm Warrant to purchase one share of Common Stock. Each Firm Warrant shall be exercisable for a period of five (5) years at an exercise price of $[●] per share, subject to adjustment as provided therein. 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. The purchase price for one Class A Unit shall be $[●] and the purchase price for one Class B Unit shall be $[●]. 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 [__] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”).
(ii) 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 hereinafter defined).
Nature and Purchase of Firm Securities. 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 [•] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) or pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock in lieu thereof, each Pre-Funded Warrant exercisable for one share of Common Stock (the “Pre-Funded Warrant Shares”). The Firm Shares, the Pre-Funded Warrants and Pre-Funded Warrant Shares are collectively referred to herein as the “Firm Securities.” The Underwriter agrees to purchase from the Company the number of Firm Securities set forth on Schedule 1 attached hereto and made a part hereof, at a purchase price of $[●] per Firm Share and Pre-Funded Warrants at an exercise price of $0.0001 for each Firm Share. 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).