Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Jeffs' Brands LTD), Underwriting Agreement (Jeffs' Brands LTD), Underwriting Agreement (Jeffs' Brands LTD)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”) to purchase), in the aggregateeach case, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase at a price to be paid per Option Share or Option Pre-funded Warrant shall be share equal to the price Purchase Price less an amount per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be share equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, any dividends or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly distributions declared by the Company and shall have payable on the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and Firm Shares but not payable on the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate Shares (the “PreOver-funded Warrant CertificateAllotment Option Purchase Price) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”.); (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities Shares to the Underwriterseveral Underwriters; (iii) the parties agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iv) The Underwriter Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectusafter Closing Date, by written notice from the Underwriter Representatives to the Company (the “Over-Allotment Exercise Notice”). The Underwriter Underwriters must give the Over-Allotment Exercise Notice to the Company at least two Business Days one business days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (ivv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities Shares as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Over-Allotment Option SecuritiesPurchase Price; (C) the names and denominations in which the Option Securities Shares are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (vvi) Payment for the Option Securities Shares (the “Option Securities Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter Representatives at the offices office of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇VCL Law LLP at 10:00 a.m., P.C. at [11:00] [a.m.] Eastern Time Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter Representatives and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Shares Payment shall be made against delivery to the Underwriter Representatives for its account the respective accounts of the several Underwriters of the Option Securities Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities Shares duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement Option Shares shall be made on through the Closing Date and facilities of DTC unless the Underwriter’s Warrant Representatives shall be issued in the name or names and in such authorized denominations as the Underwriter may requestotherwise instruct.

Appears in 3 contracts

Sources: Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (HiTek Global Inc.)

Over Allotment Option. On In the basis event that any over-allotment option granted to the underwriters of the representations, warranties and covenants herein and subject IPO pursuant to the conditions herein, Underwriting Agreement is exercised in whole or in part, Premier shall have the option to require Premier LP to issue, sell and transfer additional Class A Common Units (ithe “Additional Class A Common Units”) to Premier in an amount equal to the Underwriter is hereby granted an number of shares of Premier’s Class A common stock being purchased by the underwriters through the exercise of such over-allotment option (the “Over-Allotment Call Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter Premier may exercise the Over-Allotment Call Option at any time in whole, or from time to time in part, on or before after the forty-fifth (45th) day following the date of the Final ProspectusEffective Date, by delivering written notice from the Underwriter of its exercise to the Company Premier LP (the an “Over-Allotment Exercise Call Option Notice”). The Underwriter must give obligations of Premier LP to transfer Additional Class A Common Units to Premier pursuant to the Over-Allotment Exercise Notice Call Option shall not be subject to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Dateany conditions. If not previously exercised, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Call Option at with respect to any Additional Class A Common Units will expire on the earlier of March 31, 2014 or the time prior and date upon which the underwriters’ over-allotment option expires. The purchase price for each Additional Class A Common Unit shall be equal to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice IPO Price. The closing of such cancellation to the Company. (iv) The each Over-Allotment Exercise Notice shall set forth: Call Option and the transfer of the Additional Class A Common Units from Premier LP to Premier (A) the aggregate number of Option Securities as to which the each, an “Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities PaymentClosing”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on or after the date specified in Effective Date promptly after receipt of the corresponding Over-Allotment Exercise Call Option Notice, or at such other time and place on as may be agreed upon by Premier and Premier LP. At the same or such other date and timeOver-Allotment Closing, not later than the fifth business day thereafterPremier shall deliver to Premier LP, as the Underwriter and the Company may agree upon by wire transfer of immediately available funds to a bank account designated in writing (by Premier LP, an “Additional Closing Date”). The Option Securities Payment shall be made against delivery amount equal to the Underwriter for its account number of the Option Securities to be Additional Class A Common Units being purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid multiplied by the CompanyIPO Price. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.), Unit Put/Call Agreement (Premier, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _______ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to ______ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same EGS or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●[ ] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to [ ] shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares225,000 shares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded ”), and/or 225,000 Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares, and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Lucosky B▇▇▇▇▇▇▇ LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD), Underwriting Agreement (Worksport LTD)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Series A Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc), Underwriting Agreement (Kempharm, Inc)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 [●] per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to collectively as the “Securities.” The ”, and the Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), ) are collectively referred to collectively as the “Public Securities.” ”. The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. [●]. The offering and sale of the Public Securities is herein referred to as the “Offering.. (ii) upon Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] 5:00 p.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares shares of Common Stock equal to 5.04.0% of the aggregate number of Ordinary Closing Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit Share in the Offering. The Underwriter’s Warrant and the Ordinary Shares shares of Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares Securities during the 180-day period after the commencement of sales of the Closing Unit Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter an underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one the Underwriter or of the Underwriterany such underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 3 contracts

Sources: Underwriting Agreement (Infinite Group Inc), Underwriting Agreement (Infinite Group Inc), Underwriting Agreement (Infinite Group Inc)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ]Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof (less $0.001 allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 0.001 per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC Endeavor Trust Corporation as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC Endeavor Trust Corporation as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares the Company’s shares of Common Stock equal to 5.0% of the aggregate number of Ordinary Shares shares of Common Stock sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from after the commencement of sales the sale of the Closing Units in the public offering Offering and ending four years and six months thereafteron the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per Closing Unit in share of the shares of Common Stock at the Offering. The Underwriter’s Warrant and the Ordinary Shares shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Firm Shares in the Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Bruush Oral Care Inc.), Underwriting Agreement (Bruush Oral Care Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% ___ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and Warrants to purchase up to [●] additional Warrants to purchase an aggregate ___ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Adial Pharmaceuticals, Inc.), Underwriting Agreement (Adial Pharmaceuticals, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Shares, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [*] additional Ordinary Shares shares of Common Stock to purchase shares of Common Stock and/or Pre-funded Warrants to purchase Ordinary SharesWarrants, representing 15.015% of the Closing Units Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [*] additional Warrants to purchase an aggregate of an additional [*] Ordinary Sharesshares of Common Stock, representing 15.015% of the Closing Units Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant Share set forth in Section 3(a2.1(b) hereof hereof, and the purchase price to be paid per Option Warrant shall be equal to $0.01 the price per Option WarrantClosing Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants togetherShares, Option Pre-funded Warrants Warrants, and Option Warrants together, solely Option Shares, solely Option Pre-funded WarrantsFunded Warrant, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants Warrants, the Closing Pre-funded Warrants, the Option Pre-funded Warrants, and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 Equiniti Trust Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. B. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon an The Over-allotment Option granted pursuant to Section 2.2(a) hereof may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) allotment Option. The Underwriter may exercise the Over-Allotment allotment Option at any time in whole, or from time to time in part, on or before granted hereby may be exercised by the forty-fifth (45th) day following the date giving of the Final Prospectus, by written oral notice from the Underwriter to the Company (from the “Over-Allotment Exercise Notice”). The Underwriter Underwriter, which must give be confirmed in writing by overnight mail, email, facsimile or other electronic transmission setting forth the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) purchased and the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date for delivery of the Over-Allotment Exercise Notice. (v) Payment and payment for the Option Securities (the “Option Securities PaymentClosing Date), which shall not be later than one (1) full Business Days after the date of the notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Underwriter, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, Underwriter Counsel or at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Securities does not occur on the same Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or such other date any portion of the Option Securities, subject to the terms and timeconditions set forth herein, not later than the fifth business day thereafter, as the Underwriter and (i) the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery become obligated to sell to the Underwriter the number of Option Securities specified in such notice and (ii) the Underwriter shall purchase the total number of Option Securities then being purchased. (c) Payment for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Underwriter of certificates (in form and substance satisfactory to the Underwriter’s Warrant ) representing the Option Securities (or through the facilities of DTC) for the account of the Underwriter. The applicable number of Option Securities shall be issued registered in the such name or names and in such authorized denominations as the Underwriter may requestrequest in writing prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Underwriter for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Closing Units and the applicable Option Securities.

Appears in 2 contracts

Sources: Underwriting Agreement (Sunshine Biopharma, Inc), Underwriting Agreement (Sunshine Biopharma, Inc)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares______ shares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or up to [●] additional Warrants to purchase an aggregate up to ______ shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of L▇▇▇▇▇▇ Krooks LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co), Underwriting Agreement (SIMPLICITY ESPORTS & GAMING Co)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or ”) and/or Pre-Funded Warrants to purchase up to [__] shares of Common Stock, representing fifteen percent (15%) of the Closing Pre-Funded Warrants (“Option Pre-funded Funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [___] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the , which may be purchased in any combination of Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Shares, Option Pre-Funded Warrants and and/or Option Warrants at the Warrants (the “Underlying Shares”)Share Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementPre-Funded Warrant Purchase Price and/or Warrant Purchase Price, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of the Pre-Funded Warrant Purchase Price multiplied by the number of Option Pre-Funded Warrants to be purchased, and (c) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares, Option Pre-Funded Warrants and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, Option Pre-Funded Warrants and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Lucosky B▇▇▇▇▇▇▇ LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the OverShares, Option Pre-Allotment Funded Warrants and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (GeoVax Labs, Inc.), Underwriting Agreement (GeoVax Labs, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [___] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth inin the Warrant Agent Agreement. 1 The underwriting discount will be 8.0% for any securities purchased by investors in this Offering, a warrant agent agreement, dated on or before provided that the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, underwriting discount shall be issued pursuant to, and shall have reduced to 5.0% for any securities purchased in this Offering by the rights and privileges set forth in, a warrant agent agreement, dated on Company’s directors or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”their affiliates. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Gracin & M▇▇▇▇▇, LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (VerifyMe, Inc.), Underwriting Agreement (VerifyMe, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, in a warrant agent agreement, agreement dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.010.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective the Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (ParaZero Technologies Ltd.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% ______ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to ______ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Viveve Medical, Inc.), Underwriting Agreement (Achieve Life Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) 2 to purchase, in the aggregate, up to [______] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock or Preferred Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or ”), Series A Warrants to purchase up to [______] additional shares of Common Stock (the “Series A Option Warrants”), and Series B Warrants to purchase an aggregate up to [_______] shares of an additional [●] Ordinary SharesCommon Stock (the “Series B Option Warrants” and together with the Series A Option Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option and subject Shares is equal to the terms product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and conditions herein(b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the Company agrees to issue and sell the Option Securities to the Underwriter;Closing Purchase Price”). (iiic) The Underwriter may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time in whole, time) or any part (from time to time in part, on or before time) of the Option Securities within forty-fifth five (45th45) day following days after the date of the Final Prospectus, by written notice from the Execution Date. An Underwriter will not be under any obligation to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days purchase any Option Securities prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to by the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) Representative. The Over-Allotment Exercise Notice shall set forth: (A) Option granted hereby may be exercised by the aggregate giving of written notice to the Company from the Representative, by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities as Shares and/or Option Warrants to which be purchased and the Over-Allotment Option is being exercised; (B) the purchase price date and time for delivery of and payment for the Option Securities; Securities (C) the names and denominations in which the each, an “Option Securities are to be registered; and (D) the applicable Additional Closing Date”), which may be the same date and time as the Closing Date but shall will not be earlier than the Closing Date nor later than the tenth two (10th2) full business day Business Days after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, at the offices of ▇▇▇▇▇& ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”)Representative. The Option Securities Payment shall be made against If such delivery to the Underwriter and payment for its account of the Option Securities to be purchased does not occur on any Additional the Closing Date, with any transfer taxes, stamp duties and other similar taxes payable each Option Closing Date will be as set forth in connection with the sale notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities duly paid Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over- Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Smart for Life, Inc.), Underwriting Agreement (Smart for Life, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____1 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to _____2 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Aclarion, Inc.), Underwriting Agreement (Aclarion, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, in a warrant agent agreement, agreement dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two (2) Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective the Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (ParaZero Technologies Ltd.), Underwriting Agreement (ParaZero Technologies Ltd.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Common Shares, representing 15.0% of the Closing Units Common Shares sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant Firm Share set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warranthereof. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities Shares to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities Shares as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option SecuritiesShares; (C) the names and denominations in which the Option Securities Shares are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities Shares (the “Option Securities Shares Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:0010:00] [a.m.] Eastern Time ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Shares Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities Shares duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary the Company’s Common Shares equal to 5.0% of the aggregate number of Ordinary Common Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price Public Offering Price per Closing Unit in share of the Common Shares at the Offering. The Underwriter’s Warrant and the Ordinary Shares shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Firm Shares in the Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Clearmind Medicine Inc.), Underwriting Agreement (Clearmind Medicine Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsOption Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●[ ] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% fifteen percent (15%) of the Closing Firm Shares sold as part of the Firm Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or up to [●] additional Warrants to purchase an aggregate of an additional [●up to [ ] Ordinary Shares, representing 15.0% fifteen percent (15%) of the Closing Firm Warrants sold as part of the Firm Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”), which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Firm Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”.Warrant Agency Agreement (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Blank Rome LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Innovation Beverage Group LTD), Underwriting Agreement (Innovation Beverage Group LTD)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares _____ Units (the “Option Units”) and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _______shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ________ Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per ” and, collectively with the Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof Units and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Securities”)[1] which may be purchased in any combination of Option Units and and/or Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementShare Purchase Price and/or Warrant Purchase Price, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for the Option Units is equal to the product of the Purchase Price multiplied by the number of Option Units to be purchased, (ii) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be ____________________ [1] 15% of the Closing Units. confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units and/or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Units and/or Option at any time Shares and/or Option Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement, Underwriting Agreement (Envision Solar International, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●[ ] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ”), Series 1 Warrants to purchase an aggregate up to [ ] shares of an additional [●Common Stock (the “Series 1 Option Warrants”), and Series 2 Warrants to purchase up to [ ] Ordinary Sharesshares of Common Stock (the “Series 2 Option Warrants” and collectively with the Series 1 Option Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series 1 Warrant Purchase Price and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Series 2 Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants to be purchased and (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SMRH or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same SMRH or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Jaguar Health, Inc.), Underwriting Agreement (Jaguar Health, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) For the Underwriter is purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.015% of the Closing Units sold in Shares and Pre-Funded Warrant Shares and Traditional Warrants to purchase up to [___] shares of Common Stock representing 15% of the offering from the Company Traditional Warrant Shares (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (ii) upon In connection with an exercise of the Over-Allotment Option, (A) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (B) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (iii) The Over-Allotment Option granted pursuant to this Section 1(e)(iii) may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of Gracin & M▇▇▇▇▇, LLP, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Guardion Health Sciences, Inc.), Underwriting Agreement (Guardion Health Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, Units representing 15.015% of the Closing Units sold in (the offering from the Company “Option Units”) consisting of up to an aggregate of (i) [_____] shares of Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and (ii) Investor Warrants exercisable for up to [●] additional Warrants to purchase an aggregate of an additional [_____] Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per , and collectively with the Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option isUnits, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely the shares of Common Stock issuable upon exercise of the Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any Option Units is equal to the product of the Unit Purchase Price multiplied by the number of Option Units to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Closing Date. An Underwriter will not be under any obligation to purchase any Option Units prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S&W or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Units does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time Units specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Gaucho Group Holdings, Inc.), Underwriting Agreement (Gaucho Group Holdings, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary SharesUnits (the “Option Units”), representing 15.0% consisting of the Closing Units sold in the offering from the Company [_____] shares of Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or ”), Public Warrants to purchase up to [____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Warrants” and, together with the Option Units and the Option Securities are collectively referred to as Shares, the “Securities.” The Securities and Option Securities”)2 which may be purchased in any combination of Option Shares and/or Option Warrants at the Ordinary Shares issuable upon exercise Share Purchase Price and/or Warrant Purchase Price, respectively. 2 15% of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Shares and/or Closing Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date (as defined below), the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of ▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Elate Group, Inc.), Underwriting Agreement (Elate Group, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Common Shares and/or Pre-funded Warrants to purchase Ordinary Common Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Common Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 0.001 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Common Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. [●]. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [11:005:00] [a.m.p.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Common Shares equal to 5.0% of the aggregate number of Ordinary Shares shares of the Company’s common stock sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit Common Share in the Offering. The Underwriter’s Warrant and the Ordinary Common Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Common Shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Sharps Technology Inc.), Underwriting Agreement (Sharps Technology Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject (a) The Corporation hereby grants to the conditions herein, (i) Agents, for the Underwriter is hereby granted an option (purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants Option to purchase Ordinary Shares, representing 15.0% of the Closing Additional Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Additional Debentures and/or Additional Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Allotment Option is, is exercisable in whole or in part at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, any time or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated times on or before 5:00 p.m. (Toronto time) on the 30th day following the Closing Date. For greater certainty, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, Agents will be paid the Agency Fee in respect of the form attached hereto as Exhibit F. The offering and sale of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to Option. MRCC, on behalf of the terms and conditions hereinAgents, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from thereof by delivering written notice to the commencement Corporation (the “Over-Allotment Notice”) specifying the number of sales Additional Units or Additional Debentures and/or Additional Warrants which the Agents wish to purchase. If the Agents exercise the Over-Allotment Option, the Agents will, on the date of Closing of any exercise of the Closing Over-Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over- Allotment Notice (such day to be specified by the Agents in their sole discretion), pay to the Corporation the aggregate purchase price for the Additional Units or Additional Debentures and/or Additional Warrants sold, less an amount equal to the Agency Fee payable in respect of the sale of the Additional Units or Additional Debentures and/or Additional Warrants, by wire transfer, certified cheque or bank draft in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Debentures and/or Additional Warrants sold, registered in the public offering name of CDS or in such other name as the Agents may direct for deposit into the electronic book based system for clearing, depository and ending four years and six months thereafterentitlement services operated by CDS. Notwithstanding the foregoing, at a price per share equal if the Corporation determines to 125.0% issue any of the offering price per Closing Unit Additional Units or Additional Debentures and/or Additional Warrants as book-entry only securities in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as accordance with the “Underwriter’s Securities.non-certificated inventoryThe Underwriter understands rules and agrees that there are restrictions pursuant procedures of CDS, then as an alternative or in addition to FINRA Rule 5110 against transferring the Underwriter’s Warrant and Corporation delivering one or more definitive certificates representing the underlying Ordinary Shares during Additional Debentures, the 180-day period after Agents will provide a direction to CDS with respect to the commencement of sales crediting of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge Additional Units or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees Additional Debentures and/or Additional Warrants to the foregoing lock-up restrictions. Delivery accounts of participants of CDS as will be designated by the executed Underwriter’s Warrant Agreement shall be made on Agents in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 11 relating to closing deliveries unless otherwise agreed to by the Agents and the Underwriter’s Warrant shall Corporation) will apply mutatis mutandis to the issuance of any Additional Units or Additional Debentures and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Corporation will subdivide, consolidate, reclassify or otherwise change its shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be issued in made to the name exercise price and to the number of Additional Securities issuable on exercise thereof such that the Agents are entitled to arrange for the sale of the same number and type of securities that the Agents would have otherwise arranged for had they exercised such Over-Allotment Option immediately prior to such subdivision, consolidation, reclassification or names and in such authorized denominations as the Underwriter may requestchange.

Appears in 2 contracts

Sources: Agency Agreement, Agency Agreement

Over Allotment Option. On (a) Solely for the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the sum of (a) and (b) constituting the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing no later than the next Business Day by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be earlier than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, subject to the terms and conditions set forth herein, the Company agrees will become obligated to issue and sell the Option Securities convey to the Underwriter; (iii) The Underwriter may exercise Underwriters, and, the Over-Allotment Underwriters will become obligated to purchase, the number of Option at any time Shares and/or Option Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise remaining portion of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Ceres, Inc.), Underwriting Agreement (Ceres, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [●] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise , representing fifteen percent (15%) of the Pre-Funded Closing Units, which may be purchased in any combination of Option Shares and/or Option Warrants and at the Warrants (Share Purchase Price and/or the “Underlying Shares”)Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agency Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Shares shall be equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (ii) the purchase price to be paid for any Option Warrants shall be equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of ▇▇▇▇▇▇▇▇ & Worcester LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Med-X, Inc.), Underwriting Agreement (Flewber Global Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the "Over-Allotment Option") to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded ____ shares of Common Stock (the "Option Shares"), Series A Warrants to purchase Ordinary Shares, representing 15.0% up to ____ shares of the Closing Units sold in the offering from the Company Common Stock (the "Series A Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional "), and Series B ____ Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the "Series B Option Warrants”). The purchase price to be paid per ", the Series A Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof Warrants and the purchase price to be paid per Series B Option Warrant shall be equal to $0.01 per Warrants, together the "Option Warrant. The Over-allotment Option isWarrants" and, at collectively with the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely the "Option Pre-funded Warrants, solely Option Warrants, or Securities") which may be purchased in any combination thereof (eachof Option Shares and/or Option Warrants at the Share Purchase Price and/or the Series A Warrant Purchase Price and/or the Series B Warrant Purchase Price, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Series A Option Warrants and Series B Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price"). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an "Option Closing Date"), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Yield10 Bioscience, Inc.), Underwriting Agreement (Yield10 Bioscience, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or ”), Series A Warrants to purchase up to [____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option A Warrants”). The ) and Series B Warrants to purchase price up to be paid per [____] shares of Common Stock (the “Option Share or B Warrants”, collectively with the Option Pre-funded Warrant shall be equal to A Warrants, the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and “Option Warrants” and, together with the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same EGS or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 2 contracts

Sources: Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or ”), and Common Warrants to purchase up to [____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SMRH or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same SMRH or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Calidi Biotherapeutics, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 4,090,608 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to 4,090,608 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be earlier than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Clarus Therapeutics Holdings, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 345,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Traditional Warrants to purchase an aggregate up to 345,000 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Xenetic Biosciences, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Allotment Option ismay be elected with respect to, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, each an “Option Security” and collectively, the “Option Securities”). The Closing Units and shares of Common Stock issuable upon exercise of the Option Securities Warrants are collectively referred to herein as the “SecuritiesUnderlying Shares.” The Securities and the Ordinary Underlying Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus. The Closing Warrants and Warrants, the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC Issuer Direct Corporation as warrant agent. The certificate (at the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and Underwriter’s sole discretion, the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. Shares. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the UnderwriterUnderwriter indicated in the Over-Allotment Exercise Notice; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [11:00] [a.m.] 11:00 a.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares Common Stock equal to 5.0% of the aggregate number of Ordinary Shares shares of the Company’s common stock sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units Firm Shares in the public offering Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit share of Common Stock in the Offering. The Underwriter’s Warrant and the Ordinary Shares Common Stock issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares Common Stock during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Curative Biotechnology Inc)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of $___ multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). _____________________________ 1 15% of the Closing Securities. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Auto Parts 4Less Group, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and Warrants to purchase up to [____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date (as defined below), the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of L▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (SeqLL, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 1,252,173 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to 1,252,173 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”)) which may be purchased in any combination of Option Shares and/or Option Warrants. The Closing Units and the purchase price for one Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants Share shall be $1.0374 (the “Underlying SharesOption Share Purchase Price), are collectively referred ) and the price for one Option Warrant to as the “Public Securities.” The Public Securities purchase one Warrant Share shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate $0.0091 (the “Pre-funded Option Warrant CertificatePurchase Price) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”). (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Option Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Option Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Salarius Pharmaceuticals, Inc.)

Over Allotment Option. On 1.2.1 For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●[ ] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●[ ] additional Warrants to purchase an aggregate up to [ ] shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof Warrants, the “Warrants” and collectively with the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The , together with the Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” ”). The Public Securities Over-Allotment Option may be exercised by the Representative in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. If the Over-Allotment Option is exercised in whole or in part, the Option Shares and/or Option Warrants (as the case may be) shall be issued directly purchased by the Company and shall have the rights and privileges described Underwriters in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges amounts set forth in, a warrant agent agreement, dated opposite their respective names on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form Schedule 1 attached hereto as Exhibit F. The offering and sale of (or a pro rata portion thereof if less than the Public Securities full Over-Allotment Option is herein referred to as the “Offering”exercised). (ii) upon 1.2.2 In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for the Option Shares is equal to the product of the number of Option Shares to be purchased multiplied by the Share Purchase Price) and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). 1.2.3 The Over-Allotment Option granted pursuant to this Section 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Company Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for Company. In addition to the other deliverables required as a condition to closing hereunder, on the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as Representative shall deliver the aggregate Option Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds Purchase Price to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Nano Nuclear Energy Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and up to [●] additional _________Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the “Option Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants (at the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SHLLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (GT Biopharma, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (ia) the Underwriter is hereby granted an option (the “The Over-Allotment Option”) to purchaseOption shall be exercisable, in whole or in part, until the aggregate, up to [●] additional Ordinary Shares and/or PreOver-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option WarrantAllotment Expiry Date. The Over-allotment Allotment Option ismay be exercised by the Lead Underwriter, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise on behalf of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Underwriters, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale delivery of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject written notice to the terms and conditions hereinCorporation confirming the number of Additional Units, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Common Shares and/or Additional Closing DateWarrants, as the case may be, by giving written notice in respect of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) . Upon exercise of the Over- Allotment Option, the Corporation shall become obligated to issue and sell and the Underwriters shall become obligated to purchase price for the Option Securities; (C) total number of the names and denominations in Additional Units, Additional Common Shares and/or Additional Warrants, as the case may be, as to which the Underwriters are then exercising the Over-Allotment Option. The option closing time (the “Over-Allotment Closing Time”) shall be determined by mutual agreement between the Lead Underwriter and the Corporation, but shall not be earlier than two Business Days or later than five Business Days after the exercise of the Over-Allotment Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but in any event, shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day five days after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities Expiry Date (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vib) As additional compensation for In the Underwriter’s servicesevent that the Corporation should subdivide, consolidate or otherwise change the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Common Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from during which the commencement Over-Allotment Option is exercisable, the number of sales Additional Units, Additional Common Shares and/or Additional Warrants, as the case may be, shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the same number and type of the Closing Units in the public offering and ending four years and six months thereaftersecurities that they would have otherwise been entitled to receive had they fully exercised such Over-Allotment Option prior to such subdivision, at a consolidation or change. The purchase price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively Additional Unit, Additional Common Share and/or Additional Warrant, as the “Underwritercase may be, shall be adjusted accordingly and notice shall be given to the Lead Underwriter of such adjustment. In the event that the Lead Underwriter shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Corporation’s Securitiesauditors at the Corporation’s expense.” The Underwriter understands and agrees that there are restrictions pursuant (c) If the Over-Allotment Option is exercised as to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, all or any portion thereofof the Additional Units, or Additional Common Shares and/or Additional Warrants, as the case may be, such securities shall be issued, and payment therefor, shall be delivered at the subject of any hedging, short sale, derivative, put or call transaction that would result Over-Allotment Closing Time in the effective economic disposition of such securities manner, and upon the terms and conditions, set forth in Section 5, except for a period of 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection conditions with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees respect to the foregoing lock-up restrictionsopinions set out in Error! Reference source not found., Error! Reference source not found., Error! Reference source not found. Delivery of and Error! Reference source not found., and except that reference therein to the executed Underwriter’s Warrant Agreement Units and Closing Time shall be made on deemed, for the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in purposes of this Section 11, to refer to such authorized denominations Additional Units, Additional Common Shares and/or Additional Warrants, as the Underwriter case may requestbe, and Over-Allotment Closing Time, respectively.

Appears in 1 contract

Sources: Underwriting Agreement

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 2,857,142 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ”), Tranche A Warrants to purchase an aggregate up to 2,857,142 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option A Warrants”). The , and Tranche B Warrants to purchase price up to be paid per 2,857,142 shares of Common Stock (the “Option Share or B Warrants”, collectively with the Option Pre-funded Warrant shall be equal to A Warrants, the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and “Option Warrants” and, together with the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SMRH or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same SMRH or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Fractyl Health, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●[ ] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or up to [●] additional Warrants to purchase an aggregate up to [ ] shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option and subject Shares is equal to the terms product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and conditions herein(b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Company agrees to issue and sell the Option Securities to the Underwriter;Closing Purchase Price”). (iiic) The Underwriter may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time in whole, time) or any part (from time to time in part, on or before the forty-fifth (45thtime) day following the date of the Final Prospectus, by written notice from Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days purchase any Option Securities prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to by the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) Representative. The Over-Allotment Exercise Notice shall set forth: (A) Option granted hereby may be exercised by the aggregate giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities as Shares and/or Option Warrants to which be purchased and the Over-Allotment Option is being exercised; (B) the purchase price date and time for delivery of and payment for the Option Securities; Securities (C) the names and denominations in which the each, an “Option Securities are to be registered; and (D) the applicable Additional Closing Date”), which may be the same date and time as the Closing Date but shall will not be earlier than the Closing Date nor later than the tenth earlier of (10thi) 45 days after the Execution Date and (ii) two (2) full business day Business Days after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, ▇ LLP or at such other place on as shall be agreed upon by the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”)Representative. The Option Securities Payment shall be made against If such delivery to the Underwriter and payment for its account of the Option Securities to be purchased does not occur on any Additional the Closing Date, with any transfer taxes, stamp duties and other similar taxes payable each Option Closing Date will be as set forth in connection with the sale notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities duly paid Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (AmpliTech Group, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Cyclo Therapeutics, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 5,758,848 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to 8,638,272 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same EGS or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Nuwellis, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to to: (i) [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or ”); (ii) Warrants to purchase up to [___] shares of Common Stock (the “Option Warrants ”); and (iii) Pre-Funded Warrants to purchase up to [___] shares of Common Stock (the “Option Pre-funded Funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Sharesand, representing 15.0% of collectively with the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the ) which may be purchased in any combination of Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Shares, Option Warrants and/or Option Pre-Funded Warrants and at the Warrants (the “Underlying Shares”)Share Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Warrant Purchase Price and/or Pre-funded Warrants and the Option Pre-funded WarrantsFunded Warrant Price, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (ii) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased and (iii) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of the Pre-Funded Warrant Purchase Price multiplied by the number of Option Pre-Funded Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, Option Warrants and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment of the Option Closing Purchase Price (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of McGuireWoods LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place (including remotely by electronic transmission of executed final documents) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the OverShares, Option Warrants and/or Option Pre-Allotment Option at any time Funded Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Toughbuilt Industries, Inc)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) The Company grants to the Underwriter is hereby granted Underwriters, upon the terms and conditions set forth in Section 1.1.3 hereof, an option (the “Over-Allotment allotment Option”) to purchase, in the aggregate, purchase up to [●] an additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 190,000 shares of the Closing Units sold in the offering from the Company common stock (the “Option Shares” or ”) and/or pre-funded warrants (the “Option Pre-funded Funded Warrants,as applicable) and/or and, together with the Option Shares, the “Option Securities”), representing up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% fifteen percent (15%) of the Closing Units Firm Securities sold in the offering from offering, or any combination thereof, in each case for the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Prepurpose of covering over-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrantallotments of such securities, if any. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Funded Warrants and Option Warrants together, together or solely Option Shares, Shares or solely Option Pre-funded Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise Upon the basis of the Over-Allotment Option warranties and representations and subject to the terms and conditions herein set forth herein, the Company agrees Underwriter shall have the right, severally and not jointly, to issue purchase all or any portion of the Option Shares and/or the Option Pre-Funded Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share and sell per Option Pre-Funded Warrant shall be equal to the price per Firm Share and per Firm Pre-Funded Warrant in Section 1.1.1 hereof. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the Underwriter; (iii) The Underwriter may exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time in whole, or and from time to time in part, on or before the forty-fifth (45th) day following the date of the Final ProspectusClosing, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Option Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) forth the aggregate number of Option Securities Shares and/or Option Pre-Funded Warrants as to which the Over-Allotment Option option is being exercised; (B) , and the purchase price for date and time when the Option Securities; (C) the names and denominations in which Shares and/or the Option Securities Pre-Funded Warrants are to be registered; and delivered (D) the applicable Additional Closing Date, which may be the same such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date but shall not be earlier than the Closing Date (as defined below) nor later earlier than the tenth first (10th1st) full business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-Allotment Exercise Notice. (v) Payment for the allotment Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds with respect to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, all or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account any portion of the Option Securities subject to be purchased on any Additional Closing Datethe terms and conditions set forth herein, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vii) As additional compensation for the Underwriter’s services, the Company shall issue become obligated to sell to the Underwriter or its designees at Underwriters the closing number of Option Securities specified in such notice; and (ii) each of the Offering warrants (the “Underwriter’s Warrant”) to Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Ordinary Shares equal to 5.0% of Option Securities then being purchased as set forth in Schedule I opposite the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise name of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time , subject to timesuch adjustments as the Representative, in whole or in parttheir sole discretion, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securitiesshall determine.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Cel Sci Corp)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company and ____ Warrant Combinations (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to Combinations” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) 1 which may be purchased in any combination of Option Shares and/or Option Warrant Combinations at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Combination Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrant Combinations is equal to the product of the Warrant Combination Purchase Price multiplied by the number of Option Warrant Combinations (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrant Combinations to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrant Combinations specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Moleculin Biotech, Inc.)

Over Allotment Option. On 1.2.1 For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 317,646 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional 317,646 Warrants to purchase an aggregate up to 158,823 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof Warrants, the “Warrants” and collectively with the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The , together with the Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” ”). The Public Securities Over-Allotment Option may be exercised by the Representative in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. If the Over-Allotment Option is exercised in whole or in part, the Option Shares and/or Option Warrants (as the case may be) shall be issued directly purchased by the Company and shall have the rights and privileges described Underwriters in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges amounts set forth in, a warrant agent agreement, dated opposite their respective names on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form Schedule 1 attached hereto as Exhibit F. The offering and sale of (or a pro rata portion thereof if less than the Public Securities full Over-Allotment Option is herein referred to as the “Offering”exercised). (ii) upon 1.2.2 In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for the Option Shares is equal to the product of the number of Option Shares to be purchased multiplied by the Share Purchase Price) and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). 1.2.3 The Over-Allotment Option granted pursuant to this Section 1.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Company Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Over- Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for Company. In addition to the other deliverables required as a condition to closing hereunder, on the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as Representative shall deliver the aggregate Option Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds Purchase Price to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Nano Nuclear Energy Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 375,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to 375,000 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Cyclo Therapeutics, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Drone Aviation Holding Corp.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) ), from time to time and on one or more occasions, to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and up to [●] additional _________Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants” and, collectively with the Option Shares, the “Option Securities). The purchase price to ) which may be paid per purchased in any combination of Option Shares and/or Option Warrants at the Share or Option PrePurchase Price and/or Warrant Purchase Price, respectively. (b) In connection with an exercise of the Over-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(aAllotment Option, (a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at for the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrantsif any, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, is equal to the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise product of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly Share Purchase Price multiplied by the Company number of Option Shares to be purchased and shall have (b) the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and purchase price to be paid for the Option Warrants, if any, shall is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be issued pursuant to, and shall have purchased (the rights and privileges set forth in, a warrant agent agreement, dated aggregate purchase price to be paid on or before the an Option Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant CertificateOption Closing Purchase Price) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”). (iic) upon an The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised, in whole or in part, on one or more occasions, and may be exercised solely with respect to Option Shares, Option Warrants, or any combination of Option Shares and Option Warrants, by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than one (1) full Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SHLLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon each exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Shares and/or the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Unicycive Therapeutics, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional 571,646 Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate of an additional [●] up to 571,646 Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Shares (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (GLORY STAR NEW MEDIA GROUP HOLDINGS LTD)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares490,909 shares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded ”), and/or 490,909 Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares, and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Lucosky B▇▇▇▇▇▇▇ LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Worksport LTD)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares432,000 shares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or up to [●] additional Warrants to purchase an aggregate up to 432,000 shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of H▇▇▇▇▇ ▇▇▇▇▇▇▇ & E▇▇▇▇ LLP or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Orbsat Corp)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Common Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Common Stock (the “Option Common Warrants” and, collectively with the Option Shares, representing 15.0the “Option Securities”)1 which may be purchased in any combination of Option Shares and/or Option Common Warrants at the Share Purchase Price and/or Common Warrant Purchase Price, respectively. _______________ 1 15% of the sum of the Closing Shares and the shares of Common Stock underlying the Closing Prefunded Warrants and 15% of the Closing Units sold in the offering from the Company (the “Option Common Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Common Warrants is equal to the product of the Common Warrant Purchase Price multiplied by the number of Option Common Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, which may be delivered by facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Common Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be earlier than the Closing Date and will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Common Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Lexaria Bioscience Corp.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 237,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Traditional Warrants to purchase an aggregate up to 237,000 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Top Ships Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)1 which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment 1 15% of the Closing Shares and the Closing Warrants. Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Securities and the Company shall deliver the other items required pursuant to Section 2.3 at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same Representative or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Helius Medical Technologies, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% __________ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate up to __________ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of S▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Hancock Jaffe Laboratories, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) For the Underwriter is purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [___] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or and Traditional Warrants to purchase up to [___] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (ii) upon In connection with an exercise of the Over-Allotment Option, (A) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (B) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (iii) The Over-Allotment Option granted pursuant to this Section 1(e)(iii) may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of Gracin & M▇▇▇▇▇, LLP, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Guardion Health Sciences, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock and/or Pre-funded Warrants warrants to purchase Ordinary Sharesone shares of common stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 [●] per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the or “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;. (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. Bird LLP at [11:0010:00] [a.m.] Eastern Time ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares the Company’s Common Stock equal to 5.08% of the aggregate number of Ordinary Shares shares of Common Stock sold in the Offering (Offering, not including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of shares that may be issued under the over-allotment option or the exercise of such Pre-Funded Warrants)option. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the closing of the Offering and ending five years after the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafterOffering, at a price per share equal to 125.0% of the offering price per Closing Unit in share of the Common Stock at the Offering. The Underwriter’s Warrant and the Ordinary Shares shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” ”. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Firm Shares in the Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Felicitex Therapeutics Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 3,000,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to 3,000,000 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Achieve Life Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 216,000 shares of the Closing Units sold in the offering from the Company Common Stock or Preferred Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ”), Series A Warrants to purchase an aggregate up to 216,000 shares of an additional [●] Ordinary SharesCommon Stock (the “Series A Option Warrants”), representing 15.0% and Series B Warrants to purchase up to 216,000 shares of Common Stock (the Closing Units sold in “Series B Option Warrants” and together with the offering from the Company (Series A Option Warrants, the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option and subject Shares is equal to the terms product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and conditions herein(b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the Company agrees to issue and sell the Option Securities to the Underwriter;Closing Purchase Price”). (iiic) The Underwriter may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time in whole, time) or any part (from time to time in part, on or before time) of the Option Securities within forty-fifth five (45th45) day following days after the date of the Final Prospectus, by written notice from the Execution Date. An Underwriter will not be under any obligation to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days purchase any Option Securities prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to by the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) Representative. The Over-Allotment Exercise Notice shall set forth: (A) Option granted hereby may be exercised by the aggregate giving of written notice to the Company from the Representative, by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities as Shares and/or Option Warrants to which be purchased and the Over-Allotment Option is being exercised; (B) the purchase price date and time for delivery of and payment for the Option Securities; Securities (C) the names and denominations in which the each, an “Option Securities are to be registered; and (D) the applicable Additional Closing Date”), which may be the same date and time as the Closing Date but shall will not be earlier than the Closing Date nor later than the tenth two (10th2) full business day Business Days after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, at the offices of ▇▇▇▇▇& ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”)Representative. The Option Securities Payment shall be made against If such delivery to the Underwriter and payment for its account of the Option Securities to be purchased does not occur on any Additional the Closing Date, with any transfer taxes, stamp duties and other similar taxes payable each Option Closing Date will be as set forth in connection with the sale notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities duly paid Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over- Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Smart for Life, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.030.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof (less $0.01 allocated to each of the Warrants) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. [●]. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:0010:00] [a.m.] Eastern Time ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of the Company’s Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering Offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in share of the Ordinary Shares at the Offering. The Underwriter’s Warrant and the Ordinary Shares shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Firm Shares in the Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Wearable Devices Ltd.)

Over Allotment Option. 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) , the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase Ordinary Sharesan aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to Company; and [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary SharesSeries B Warrants, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option isis exercisable, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentform of Warrant, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “form of Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon 4.2.2. Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;. (iii) 4.2.3. The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Sacks Parente Golf, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject (a) The Company hereby grants to the conditions herein, (i) Underwriters, for the Underwriter is hereby granted an option (purpose of covering over-allotments, if any, or for market stabilization purposes, the Over-Allotment Option”) Option to purchase, in purchase the aggregate, up to [●] additional Ordinary Additional Units or Additional Unit Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Additional Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Allotment Option is, is exercisable in whole or in part at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, any time or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agent agreement, dated time on or before 5:00 p.m. (Vancouver time) on the 30th day following the Closing Date. For greater certainty, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, Underwriters will be paid the Underwriting Fee in respect of the form attached hereto as Exhibit F. The offering and sale of any Additional Units or Additional Unit Shares and/or Additional Warrants pursuant to the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to Option. The Lead Underwriter, on behalf of the terms and conditions hereinUnderwriters, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from thereof by delivering written notice to the commencement Company (the “Over- Allotment Notice”) specifying the number of sales Additional Units or Additional Unit Shares and/or Additional Warrants which the Underwriters wish to purchase. If the Underwriters exercise the Over-Allotment Option, the Underwriters will, on the date of Closing of any exercise of the Closing Over- Allotment Option, which will be a date that is not less than three Business Days and not more than five Business Days after the date of the Over-Allotment Notice (such day to be specified by the Underwriters in their sole discretion), pay to the Company the aggregate purchase price for the Additional Units or Additional Unit Shares and/or Additional Warrants sold, less an amount equal to the Underwriting Fee payable in respect of the sale of the Additional Units or Additional Unit Shares and/or Additional Warrants, by wire transfer, certified cheque or bank draft in Canadian currency against delivery of one or more certificates in definitive form representing the Additional Units or Additional Unit Shares and/or Additional Warrants sold, registered in the public offering name of CDS or in such other name as the Underwriters may direct for deposit into the electronic book based system for clearing, depository and ending four years and six months thereafterentitlement services operated by CDS. Notwithstanding the foregoing, at a price per share equal if the Company determines to 125.0% issue any of the offering price per Closing Additional Units or Additional Unit Shares and/or Additional Warrants as book-entry only securities in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as accordance with the “Underwriter’s Securities.non-certificated inventoryThe Underwriter understands rules and agrees that there are restrictions pursuant procedures of CDS, then as an alternative or in addition to FINRA Rule 5110 against transferring the Underwriter’s Warrant Company delivering one or more definitive certificates representing the Additional Unit Shares and Additional Warrants, the underlying Ordinary Shares during Underwriters will provide a direction to CDS with respect to the 180-day period after the commencement of sales crediting of the Closing Additional Units or Additional Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees Shares and/or Additional Warrants to the foregoing lock-up restrictions. Delivery accounts of participants of CDS as will be designated by the executed Underwriter’s Warrant Agreement shall be made on Underwriters in writing in sufficient time prior to the Closing Date to permit such crediting. The applicable terms, conditions and provisions of this Agreement (including, without limitation, the provisions of Section 11 relating to Closing deliveries unless otherwise agreed to by the Underwriters and the Underwriter’s Warrant shall Company) will apply mutatis mutandis to the issuance of any Additional Units or Additional Unit Shares and/or Additional Warrants pursuant to any exercise of the Over-Allotment Option. (b) In the event that the Company will subdivide, consolidate, reclassify or otherwise change its shares during the period in which the Over-Allotment Option is exercisable, appropriate adjustments will be issued in made to the name exercise price and to the number of Additional Securities issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over- Allotment Option immediately prior to such subdivision, consolidation, reclassification or names and in such authorized denominations as the Underwriter may requestchange.

Appears in 1 contract

Sources: Underwriting Agreement

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] 562,500 additional Ordinary Common Shares and/or Pre-funded Warrants to purchase Ordinary Common Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] 1,125,000 additional Warrants to purchase an aggregate of an additional [●] Ordinary 1,125,000 Common Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Common Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Over- Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [11:00] [a.m.] 11:00 a.m. Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Common Shares equal to 5.0% of the aggregate number of Ordinary Shares shares of the Company’s common stock sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units Firm Shares in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit Common Share in the Offering. The Underwriter’s Warrant and the Ordinary Common Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Common Shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or of any the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Sharps Technology Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares205,714 shares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or up to [●] additional Warrants to purchase an aggregate up to 205,714 shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option and subject Shares is equal to the terms product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and conditions herein(b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the Company agrees to issue and sell the Option Securities to the Underwriter;Closing Purchase Price”). (iiic) The Underwriter may exercise the Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time in whole, time) or any part (from time to time in part, on or before the forty-fifth (45thtime) day following the date of the Final Prospectus, by written notice from Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days purchase any Option Securities prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to by the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) Representative. The Over-Allotment Exercise Notice shall set forth: (A) Option granted hereby may be exercised by the aggregate giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities as Shares and/or Option Warrants to which be purchased and the Over-Allotment Option is being exercised; (B) the purchase price date and time for delivery of and payment for the Option Securities; Securities (C) the names and denominations in which the each, an “Option Securities are to be registered; and (D) the applicable Additional Closing Date”), which may be the same date and time as the Closing Date but shall will not be earlier than the Closing Date nor later than the tenth earlier of (10thi) 45 days after the Execution Date and (ii) two (2) full business day Business Days after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, and shall be consummated remotely via the exchange of funds, documents and signatures, or, at the option of the parties, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, ▇ LLP or at such other place on as shall be agreed upon by the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”)Representative. The Option Securities Payment shall be made against If such delivery to the Underwriter and payment for its account of the Option Securities to be purchased does not occur on any Additional the Closing Date, with any transfer taxes, stamp duties and other similar taxes payable each Option Closing Date will be as set forth in connection with the sale notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Securities duly paid Shares and/or Option Warrants specified in such notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (AmpliTech Group, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 450,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to 450,000 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Achieve Life Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [_____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Gracin & M▇▇▇▇▇, LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Zivo Bioscience, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Shares, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] 808,363 additional Ordinary Shares shares of Common Stock and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.012.8% of the Closing Units Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] 808,363 additional Series A Warrants to purchase an aggregate of an additional [●] Ordinary Shares808,363 shares of Common Stock, representing 15.012.8% of the Closing Units Series A Warrants sold in the offering from the Company (the “Option Series A Warrants”) and/or up to 808,363 additional Series B Warrants to purchase an aggregate of an additional 404,181 shares of Common Stock, representing 12.8% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit Share or Closing Pre-funded Warrant set forth in Section 3(a2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to $0.01 the price per Option WarrantClosing Series B Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, solely Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares shares Common Stock issuable upon exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Series A Warrants, if any, 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 DateSeries B Warrants, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants, the Option Series A Warrants, the Option Series B Warrants and the Option Pre-funded Warrants, if any, 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 VStock Direct Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. B. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon an The Over-allotment Option granted pursuant to Section 2.2(a) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) allotment Option. The Underwriter may exercise the Over-Allotment allotment Option at any time in whole, or from time to time in part, on or before granted hereby may be exercised by the forty-fifth (45th) day following the date giving of the Final Prospectus, by written oral notice from the Underwriter to the Company (from the “Over-Allotment Exercise Notice”). The Underwriter Representative, which must give be confirmed in writing by overnight mail, email, facsimile or other electronic transmission setting forth the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) purchased and the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date for delivery of the Over-Allotment Exercise Notice. (v) Payment and payment for the Option Securities (the “Option Securities PaymentClosing Date), which shall not be later than one (1) full Business Days after the date of the notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, Representative Counsel or at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”), the Option Closing Date will be as set forth in the notice. The Upon exercise of the Over-allotment Option Securities Payment shall be made against delivery with respect to the Underwriter for its account all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to be purchased on any Additional Closing Datesuch adjustments as the Representative, with any transfer taxesin its sole discretion, stamp duties and other similar taxes payable in connection with the sale of shall determine. (c) Payment for the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriter’s Warrant Representative) representing the Option Securities (or, except in the case of Pre-funded Warrants, through the facilities of DTC) for the account of the Underwriters. The applicable number of Option Securities shall be issued registered in the such name or names and in such authorized denominations as the Underwriter Representative may requestrequest in writing prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Closing Units and the applicable Option Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Alset EHome International Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the "Over-Allotment Option") to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded 476,190 shares of Common Stock (the "Option Shares") and Warrants to purchase Ordinary Shares, representing 15.0% up to 476,190 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “"Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to " and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely the "Option Pre-funded Warrants, solely Option Warrants, or Securities") which may be purchased in any combination thereof (eachof Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the "Option Closing Purchase Price"). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an "Option Closing Date"), which will not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of SRFF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Cel Sci Corp)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”)Securities”)2 which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise 1 no underwriting discount 2 15% of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, Shares and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 30 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (AquaBounty Technologies, Inc.)

Over Allotment Option. On (a) Solely for the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is Underwriters are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 2,512,500 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to 2,512,500 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the sum of (a) and (b) constituting the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing no later than the next Business Day by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be earlier than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, subject to the terms and conditions set forth herein, the Company agrees will become obligated to issue and sell the Option Securities convey to the Underwriter; (iii) The Underwriter may exercise Underwriters, and, the Over-Allotment Underwriters will become obligated to purchase, the number of Option at any time Shares and/or Option Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise remaining portion of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Ceres, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% __________ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Common Warrants to purchase an aggregate up to __________ shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of PC or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Guided Therapeutics Inc)

Over Allotment Option. 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) , the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] 1,050,000 additional Ordinary Shares shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the Offering from the Company (the “Option Shares”) and/or up to 1,050,000 Series A Warrants to purchase Ordinary Sharesan aggregate of an additional 1,050,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering Offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Company; and 1,050,000 Series B Warrants to purchase an aggregate of an additional [●] Ordinary Shares1,050,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering Offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a4.1 hereof (less $0.01 attributable to each whole Option Warrant included in the Closing Unit) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option isis exercisable, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentform of Warrant, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “form of Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. Warrant. The offering Offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon 4.2.2. Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;. (iii) 4.2.3. The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Sacks Parente Golf, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 4,166,129 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to 4,166,129 shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same EGS or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (CHF Solutions, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Units, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [·] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Preferred Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of and collectively with the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred , Series 1 Warrants to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise purchase up to [·] shares of the Pre-Funded Warrants and the Warrants Preferred Stock (the “Underlying SharesSeries 1 Option Warrants”), are collectively referred Series 2 Warrants to as purchase up to [·] shares of Preferred Stock (the “Public Securities.Series 2 Option Warrants”) and Series 3 Warrants to purchase up to [·] shares of Preferred Stock (the “Series 3 Option WarrantsThe Public Securities shall be issued directly by and, collectively with the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Series 1 Option Warrants, if anythe Series 2 Option Warrants, shall the “Option Warrants”) which may be issued pursuant topurchased in any combination of Option Shares, Series 1 Option Warrants, Series 2 Option Warrants and/or Series 3 Option Warrants at the Share Purchase Price, the Series 1 Warrant Purchase Price, the Series 2 Warrant Purchase Price, and shall have /or the rights and privileges set forth in, a warrant agent agreement, dated on or before the Closing Date, between the Company and VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Series 3 Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Purchase Price respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants, (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants and (d) the purchase price to be paid for the Series 3 Option Warrants is equal to the product of the Series 3 Warrant Purchase Price multiplied by the number of Series 3 Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Airborne Wireless Network)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants shares of Common Stock to purchase Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.030.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof (less $0.01 allocated to each Warrant) and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock TransferClearTrust, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering.. (ii) upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of K▇▇▇▇▇▇ & C▇▇▇▇▇▇, P.C. at [11:0010:00] [a.m.] Eastern Time ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day Business Day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account the respective accounts of the Underwriter of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. Delivery of the Option Shares shall be made through the facilities of DTC unless the Underwriter shall otherwise instruct. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares the Company’s shares of Common Stock equal to 5.0% of the aggregate number of Ordinary Shares shares of Common Stock sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants)Offering. The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from after the commencement of sales the sale of the Closing Units in the public offering Offering and ending four years and six months thereafteron the fifth anniversary of the commencement of the sale of the Offering, at a price per share equal to 125.0% of the offering price per Closing Unit in share of the Common Stock at the Offering. The Underwriter’s Warrant and the Ordinary Shares shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares shares during the 180-day period after the commencement of sales of the Closing Unit Firm Shares in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's ’s Securities, 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 180 days following the commencement of sales of the public offering Firm Shares in the Offering to anyone other than (A) the an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the UnderwriterUnderwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (BioLife4D Corp)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) For the Underwriter is purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 3,675,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “”), only to the extent that the Company has sufficient authorized shares to issue any such Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.015% of the Closing Units sold in Shares and Pre-Funded Warrant Shares and Traditional Warrants to purchase up to 3,675,000 shares of Common Stock representing 15% of the offering from the Company Traditional Warrant Shares (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (ii) upon In connection with an exercise of the Over-Allotment Option, (A) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (B) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (iii) The Over-Allotment Option granted pursuant to this Section 1(e)(iii) may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of Gracin & M▇▇▇▇▇, LLP, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Guardion Health Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or Warrants to purchase up to [____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)[1] which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the aggregate purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities (consisting of Option Shares and/or Option Warrants, in any combination thereof) within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (SOS Hydration Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _______1 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ”), Series 1 Warrants to purchase an aggregate up to ______2 shares of an additional [●] Ordinary SharesCommon Stock (the “Series 1 Option Warrants”), representing 15.0% and Series 2 Warrants to purchase up to ______3 shares of Common Stock (the Closing Units sold in “Series 2 Option Warrants” and collectively with the offering from the Company (Series 1 Option Warrants, the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series 1 Warrant Purchase Price and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Series 2 Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option and subject to the terms and conditions hereinOption, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (Ba) the purchase price to be paid for the Option Securities; Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (Cb) the names and denominations in which the Option Securities are purchase price to be registered; and paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants to be purchased and (Dc) the applicable Additional purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing DatePurchase Price”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (CHF Solutions, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option by the Company (the “Over-Allotment Option”) to purchase, in the aggregate, (i) up to [●] an additional Ordinary _______ Common Shares and/or (“Option Shares”), and/or, (ii) Pre-funded Funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company up to ______Common Shares (the “Option Shares” or “Option Pre-funded Funded Warrants,” as applicable”), and/or, (iii) and/or up to [●] additional Class B Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company up to ______ Common Shares (the “Option Purchase Warrants”). The purchase price to be paid per ; together with the Option Share or Shares and the Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of $____ multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for any Option Pre-Funded Warrants is equal to the product of $____ multiplied by the number of Option Pre-Funded Warrants to be purchased and (c) the purchase price to be paid for any Option Purchase Warrants is equal to the product of $_____ multiplied by the number of Option Purchase Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the OverShares and/or Option Pre-Allotment Funded Warrants and/or Option at any time Purchase Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter ​ ​ Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (OceanPal Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Shares, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants shares of Common Stock representing up to purchase Ordinary Shares, representing 15.015% of the Closing Units Shares sold in the offering from the Company Offering (the “Option Additional Shares” or and together with the Firm Shares, the Option Pre-funded Warrants,” as applicableShares”) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary SharesClass A Warrants to purchase shares of Common Stock, representing 15.0up to 15% of the Class A Warrants included in the Closing Securities (the “Additional Class A Warrants”) and/or an additional [●] Class B Warrants to purchase shares of Common Stock, representing up to 15% of the Closing Units sold Class B Warrants included in the offering from the Company Closing Securities (the “Option Additional Class A Warrants”). The purchase price to be paid per Option Share or Option Pre) for the purpose of covering over-funded Warrant shall be equal to allotments of such securities, if any [●] shares of Common Stock (the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option isAdditional Shares, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Additional Class A Warrants and Option Additional Class B Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the collectively referred to as “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Shares shall be equal to the product of the Purchase Price multiplied by the number of Additional Shares to be purchased, (ii) the purchase price to be paid for any Additional Class A Warrants shall be equal to the product of $[●] multiplied by the number of Additional Class A Warrants to be purchased, and (iii) the purchase price to be paid for any Additional Class B Warrants shall be equal to the product of $[●] multiplied by the number of Additional Class B Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral or electronic mail notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Loeb or at such other place (including remotely by facsimile or other electronic transmission of the required documentation) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Olb Group, Inc.)

Over Allotment Option. 4.2.1. “On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) , the Underwriter is hereby granted an option (the “Over-Over- Allotment Option”) to purchase, in the aggregate, up to [●] 6,000,000 additional Ordinary Shares shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 6,000,000 Series A Warrants to purchase Ordinary Sharesan aggregate of an additional 6,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and 6,000,000 Series B Warrants to purchase an aggregate of an additional [●] Ordinary Shares6,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a4.1 hereof (less $0.0001 attributable to each whole Option Warrant included in the Closing Unit) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 0.0001 per Option Warrant. The Over-allotment Option isis exercisable, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the ProspectusProspectus Supplement. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentform of Warrant, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. of Pre- funded Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) 4.2.2. “upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) 4.2.3. “The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day Calendar Day following the date closing of the Final Prospectusoffering, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (AEON Biopharma, Inc.)

Over Allotment Option. 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) , the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] 15,000,000 additional Ordinary Shares shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to 15,000,000 Series A Warrants to purchase Ordinary Sharesan aggregate of an additional 15,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and 15,000,000 Series B Warrants to purchase an aggregate of an additional [●] Ordinary Shares15,000,000 shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 0.00001 per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentform of Warrant, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “form of Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon 4.2.2. Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;. (iii) 4.2.3. The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day Calendar Day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Digital Ally, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary SharesUnits (the “Option Units”), representing 15.0% consisting of the Closing Units sold in the offering from the Company [_____] shares of Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or ”), Series A Warrants to purchase up to [____] additional shares of Common Stock and Series B Warrants to purchase an aggregate up to [____] shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Warrants” and, together with the Option Units and the Option Securities are collectively referred to as Shares, the “Securities.” The Securities and Option Securities”)3 which may be purchased in any combination of Option Shares and/or Option Warrants at the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date (as defined below), the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of ▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds written notice to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”)Company. The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.03 15% of the aggregate number of Ordinary Closing Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded and/or Closing Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Elate Group, Inc.)

Over Allotment Option. On the basis (a) The Regular Trustees, on behalf of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentTrust, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option and subject Sponsor may grant to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time in whole, underwriters or from time to time in part, on initial purchasers who are underwriting or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Datepurchasing, as the case may be, by giving written notice any series of Preferred Securities, an option (the "Option") to purchase an additional liquidation amount of such cancellation series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; provided, however, the Company. (iv) The Over-Allotment Exercise Notice shall set forthOption may only be granted if the following conditions are satisfied: (Ai) the Option, if exercised, may not result in the issue and sale of an aggregate number liquidation amount of Option Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as to which the Over-Allotment Option is being exercisedcase may be, with the Commission under the Securities Act; (Bii) the purchase price for Option must result, if exercised, in the Option Securities; (C) issuance and sale of Preferred Securities to such underwriters or initial purchasers, as the names case may be, and denominations the issuance and sale of Common Securities to the Sponsor on a Pro Rata basis and not in which contravention of any other provision of this Agreement or the Option Securities are to be registeredBusiness Trust Act, consistent with Section 5.1; and (Diii) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Preferred Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Common Securities Payment shall be made against delivery issued and sold subject to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designeesOption, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Securities, or 146 respectively, which were initially issued and sold by the Trust and the Sponsor, respectively. (b) With respect to any portion thereof, or be the subject issuance 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 180 days Preferred Securities and Common Securities following the commencement of sales exercise of the public offering to anyone other than Option, (Ai) the Underwriter or a selected dealer in connection with designation the Offering"__% Preferred Securities" and, or (B) a bona fide officer or partner of one for all purposes under this Declaration, the defined terms the "Preferred Securities" shall mean both the Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to the exercise of the UnderwriterOption; and (ii) the designation the "__% Common Securities" and, for all purposes under this Declaration, the defined term the "Common Securities" shall mean both the Common Securities issued initially hereunder and only if any such transferee agrees Common Securities issued pursuant to the foregoing lock-up restrictions. Delivery requirement of Section 7.13(a)(ii) regarding the executed Underwriter’s Warrant Agreement shall be made additional issuance of Common Securities on a Pro Rata basis if the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may requestOption is exercised.

Appears in 1 contract

Sources: Indenture (First Security Capital V)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Common Shares, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [_____] additional Warrants to purchase an aggregate of an additional [●] Ordinary Common Shares, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agent Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Fox Rothschild or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Sekur Private Data Ltd.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 1,320,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Series A Warrants to purchase an aggregate up to 1,320,000 shares of an additional [●] Ordinary Shares, representing 15.0% of Common Stock (the Closing Units sold in the offering from the Company (“Series A Option Warrants” or the “Option Warrants”)) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or the Series A Warrant Purchase Price, as applicable. The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the Shares together are referred to herein as “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, and (b) the purchase price to be paid for the Series A Option Warrants is equal to the product of the Series A Warrant Purchase Price multiplied by the number of Series A Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of ▇▇▇▇▇ or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇& ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Artelo Biosciences, Inc.)

Over Allotment Option. 4.2.1. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) , the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock, representing 15.0% of the Closing Units and/or Pre-funded Warrants sold in the offering from the Company (the “Option Shares”) and/or up to [●] Series A Warrants to purchase Ordinary Sharesan aggregate of an additional [●] shares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to and [●] additional Series B Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a‎4.1 hereof (less $0.00001 attributable to each whole Option Warrant included in the Closing Unit) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 0.00001 per Option Warrant. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” ”. The Securities and the Ordinary Shares shares of Common Stock issuable upon exercise of the Pre-Funded funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agentform of Warrant, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “form of Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. Warrant. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon 4.2.2. Upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter;. (iii) 4.2.3. The Underwriter may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day Calendar Day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Digital Ally, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsUnits, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to (i) [______] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Class A Common Stock, representing 15.0% fifteen percent (15%) of the Closing Units Firm Shares sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary and together with the Firm Shares, representing 15.0% of the Closing Units sold in “Shares”), at the offering from the Company Purchase Price, and/or (ii) [_____] Firm Warrants (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased at the Unit Purchase Price; provided that to the extent the underwriters exercise the Over-Allotment Option, all of the Option Securities are collectively referred to as Shares purchased upon the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the PreOver-Funded Warrants Allotment Option will be purchased from the Selling Stockholders on a pro rata basis and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and all of the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in purchased from the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon Company. In connection with an exercise of the Over-Allotment Option, the purchase price to be paid for any (i) Option and subject Shares is equal to the terms product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and conditions herein, (ii) Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased. The Company agrees will not receive any proceeds from the sale of the Option Shares by the Selling Stockholders to issue and sell the Underwriters pursuant to the Over-Allotment Option. (b) The Over-Allotment Option granted pursuant to this Section 2.02 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within forty-five (45) days after the Effective Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the Underwriter; (iii) The Underwriter may exercise of the Over-Allotment Option at any time in whole, or from time to time in part, on or before by the fortyRepresentative. The Over-fifth (45th) day following Allotment Option granted hereby may be exercised by the date giving of the Final Prospectus, by written oral notice from the Underwriter to the Company (and the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing DateSelling Stockholders, as the case may be, from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Effective Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Selling Stockholders, as the case may be, and the Representative, at the offices of the Underwriter’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Selling Stockholders, as the case may be, and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or expiration of the applicable Additional Closing DateOver-Allotment Option by written notice to the Company and the Selling Stockholders, as the case may be, by giving written notice of such cancellation to the Company. (ivc) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number Upon exercise of Option Securities as to which the Over-Allotment Option is being exercised; with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein, (Bi) the Selling Stockholders, severally and jointly, agree to sell, on a pro rata basis, up to the number of Option Shares set forth on Schedule II attached hereto to the several Underwriters; (ii) the Company agrees to sell up to the number of Option Warrants, exercised to be purchased, to the several Underwriters; and (iii) each of the Underwriters, acting severally and not jointly, shall purchase price for up to that portion of the total number of the Option Securities; (C) the names Shares and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time Warrants then being purchased as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Noticeset forth on Schedule I opposite their respective names. (vd) Payment for the Option Securities (the “Shares and/or Option Securities Payment”) Warrants shall be made on the applicable Option Closing Date, if any, by wire transfer in U.S. dollars in immediately available funds funds, to the accounts specified by the Company to and the Underwriter Selling Stockholders (as applicable) at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified Underwriters’ Counsel and the upon delivery to the Representative of certificates (in form and substance satisfactory to the corresponding Over-Allotment Exercise Notice, Underwriters) representing the Option Shares or at such other place on the same or such other date and time, not later than the fifth business day thereafterOption Warrants, as applicable, (or through the Underwriter and facilities of DTC or via DWAC transfer) for the Company may agree upon in writing (an “Additional Closing Date”)account of the Underwriters. The Option Securities Payment Shares and/or Options Warrants shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable registered in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter Representative may requestrequest in writing prior to the applicable Option Closing Date, if any. Neither the Company nor the Selling Stockholders shall be obligated to sell or deliver the Option Shares or Option Warrants, asp applicable, except upon tender of payment by the Representative for applicable Option Shares and/or Option Warrants, as applicable.

Appears in 1 contract

Sources: Underwriting Agreement (T1V, Inc.)

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) For the Underwriter is purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representatives are hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 1,950,000 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.015% of the Closing Units sold in Shares and Pre-Funded Warrant Shares and Traditional Warrants to purchase up to 1,950,000 shares of Common Stock representing 15% of the offering from the Company Traditional Warrant Shares (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (ii) upon In connection with an exercise of the Over-Allotment Option, (A) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (B) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (iii) The Over-Allotment Option granted pursuant to this Section 1(e)(iii) may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the date of execution of this Agreement (the “Execution Date”). An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representatives. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representatives, at the offices of Gracin & M▇▇▇▇▇, LLP, located at 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other location (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representatives. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Guardion Health Sciences, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% _____ shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Common Warrants to purchase an aggregate up to ____ shares of an additional [●] Ordinary Common Stock (the “Option Common Warrants” and, collectively with the Option Shares, representing 15.0the “Option Securities”)1 which may be purchased in any combination of Option Shares and/or Option Common Warrants at the Share Purchase Price and/or Common Warrant Purchase Price, respectively. _____________ 1 15% of the sum of the Closing Shares and the shares of Common Stock underlying the Closing Prefunded Warrants and 15% of the Closing Units sold in the offering from the Company (the “Option Common Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Common Warrants is equal to the product of the Common Warrant Purchase Price multiplied by the number of Option Common Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, which may be delivered by facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Common Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be earlier than the Closing Date and will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Common Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Lexaria Bioscience Corp.)

Over Allotment Option. On the basis (a) The Underwriters shall not be under any obligations to purchase any of the representations, warranties and covenants herein and subject Additional Shares prior to the conditions herein, (i) the Underwriter is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Warrants to purchase an aggregate of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”. (ii) upon an exercise of the Over-Allotment Option Option. BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and subject to RBC Dominion Securities Inc., on behalf of the terms and conditions hereinUnderwriters, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Option at any time Option, in whole, whole or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”). The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) Option Expiry Date by delivery of written notice to the aggregate Corporation of the number of Option Securities as to Additional Shares in respect of which the Over-Allotment Option is being exercised; exercised and the date for delivery of the Additional Shares (B) the purchase price for the an “Over-Allotment Option Securities; (C) the names and denominations in which the Notice”). The Over-Allotment Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date shall be determined by BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and RBC Dominion Securities Inc. but shall not be earlier than the Closing Date nor two Business Days or later than the tenth (10th) full business day seven Business Days after the date delivery of the Over-Allotment Exercise NoticeOption Notice unless the parties otherwise agree. Upon exercise of the Over-Allotment Option as provided herein, the Corporation shall become obligated to sell the total number of Additional Shares in respect of which the Underwriters are exercising the Over-Allotment Option, to each of the Underwriters and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Corporation the same percentage of the total number of the Additional Shares in respect of which the Underwriters are then exercising the Over-Allotment Option as such Underwriter is obligated to purchase of the Firm Shares, as adjusted by the Underwriters, if necessary, in such manner as they deem advisable to avoid fractional Additional Shares. The exercise of the Over-Allotment Option by the Underwriters shall constitute a representation and warranty by the Underwriters that the Additional Shares to be issued pursuant thereto are for purposes of covering the “over-allotment position” (as defined in Applicable Securities Laws) of the Underwriters as at the Closing Date. (vb) Payment for The closing of the Option Securities (purchase and sale of the “Option Securities Payment”) Additional Shares herein provided for, if any, shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter completed at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, P.C. ▇▇▇▇▇▇▇ at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise NoticeOption Closing Time. The obligation of the Underwriters to purchase the Additional Shares shall be conditional on the following being delivered to the Underwriters at or before such time: (i) one or more definitive certificates representing in the aggregate the Additional Shares registered in the name of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., or at in such other place name or names as the Underwriters shall notify the Corporation in writing not later than 6:30 a.m. (Calgary time) on the Business Day immediately preceding the Over-Allotment Option Closing Date; (ii) a comfort letter from the Auditors dated the Over-Allotment Option Closing Date and addressed to the Underwriters in form and content satisfactory to the Underwriters bringing the information contained in the comfort letters referred to in paragraph 10(a)(viii) forward to the Over-Allotment Option Closing Time provided that such comfort letters shall be based on a review by the Auditors having a cut-off date not more than two Business Days prior to the Over-Allotment Option Closing Date; (iii) written confirmation from the TSX in form and substance satisfactory to the Underwriters that the Additional Shares will be listed and posted for trading on the TSX on the Over-Allotment Option Closing Date subject to compliance with post-closing filing requirements; (iv) the certificates contemplated by Section 10(a)(i) and (ii) dated on the Over-Allotment Option Closing Date; and (v) the requisite legal opinions, letters and certificates as contemplated herein and such further documentation as may be contemplated herein or as Underwriters’ counsel may reasonably require; against payment by the Underwriters to the Corporation of the aggregate purchase price for the Additional Shares by wire transfer, certified cheque(s) or bank draft(s), in immediately available funds, payable on a same day basis at par in the City of Calgary and payment to BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc., on behalf of the Underwriters, by bank draft, certified cheque or wire transfer or such other date and time, not later than the fifth business day thereafter, means as the Underwriter Corporation and the Company Underwriters may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account agree, of the Option Securities to be purchased on any fee set forth in Section 2 in respect of the Additional Closing DateShares, with any transfer taxesprovided the Underwriters may, stamp duties and other similar taxes in their discretion, deliver the amount payable in connection with the sale respect of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue Additional Shares referred to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise above net of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securitiesfee.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Anderson Energy LTD)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% 308,571 shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional ”), Series 1 Warrants to purchase an aggregate up to 308,571 shares of an additional [●] Ordinary SharesCommon Stock (the “Series 1 Option Warrants”), representing 15.0% and Series 2 Warrants to purchase up to 308,571 shares of Common Stock (the Closing Units sold in “Series 2 Option Warrants” and collectively with the offering from the Company (Series 1 Option Warrants, the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, together with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units ) which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Series 1 Warrant Purchase Price and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Series 2 Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased, (b) the purchase price to be paid for the Series 1 Option Warrants is equal to the product of the Series 1 Warrant Purchase Price multiplied by the number of Series 1 Option Warrants to be purchased and (c) the purchase price to be paid for the Series 2 Option Warrants is equal to the product of the Series 2 Warrant Purchase Price multiplied by the number of Series 2 Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. Each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) by written notice to the purchase price for the Company. On each Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) the applicable Additional Closing Date, which may if any, each Underwriter shall deliver or cause to be delivered to the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by Company, via wire transfer in transfer, immediately available funds equal to the accounts specified by such Underwriter’s Option Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Option Shares and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Underwriter Option Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Option Closing shall occur at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same EGS or such other date and time, not later than the fifth business day thereafter, location as the Underwriter Company and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment Representative shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Companymutually agree. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (CHF Solutions, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Shares, representing 15.0% shares of the Closing Units sold in the offering from the Company Common Stock (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional and Warrants to purchase an aggregate up to shares of an additional [●] Ordinary Shares, representing 15.0% of the Closing Units sold in the offering from the Company Common Stock (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and Securities”)(1) which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”respectively. (iib) upon In connection with an exercise of the Over-Allotment Option, (a) the purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (b) the purchase price to be paid for the Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (1) 15% of the Closing Shares and shares underlying the Closing Preferred Shares and the Closing Warrants. (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of EGS or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Sunshine Heart, Inc.)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Securities, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, purchase up to [_____] additional Ordinary Shares and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.0% fifteen percent (15%) of the Closing Shares sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) ”), and/or Warrants to purchase up to [_____] additional Warrants to purchase an aggregate shares of an additional [●] Ordinary SharesCommon Stock, representing 15.0% fifteen percent (15%) of the Closing Warrants sold as part of the Closing Units sold in the offering from the Company Offering (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to ” and, collectively with the price per Closing Unit or Closing Pre-funded Warrant set forth in Section 3(a) hereof and the purchase price to be paid per Option Warrant shall be equal to $0.01 per Option Warrant. The Over-allotment Option is, at the Underwriter’s sole discretion, for Option Shares and Option Warrants together, Option Pre-funded Warrants and Option Warrants together, solely Option Shares, solely Option Pre-funded Warrants, solely Option Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and , which may be purchased in any combination of Option Shares and/or Option Warrants at the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants (the “Underlying Shares”)Share Purchase Price and/or Warrant Purchase Price, are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectusrespectively. The Closing Warrants and the Option Warrants, if any, 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 VStock Transfer, LLC as warrant agent, and the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent. The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. The offering and sale of the Public Securities is herein referred to as the “Offering”Warrant Agency Agreement. (iib) upon In connection with an exercise of the Over-Allotment Option, (i) the purchase price to be paid for any Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased and (ii) the purchase price to be paid for any Option Warrants is equal to the product of the Warrant Purchase Price multiplied by the number of Option Warrants to be purchased (the aggregate purchase price to be paid on an Option Closing Date, the “Option Closing Purchase Price”). (c) The Over-Allotment Option granted pursuant to this Section 2.2 may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants in any combination thereof within 45 days after the Execution Date. An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option by the Representative. The Over-Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (each, an “Option Closing Date”), which will not be later than the earlier of (i) 45 days after the Execution Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Gracin & M▇▇▇▇▇, LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company agrees Underwriters will become obligated to issue and sell purchase, the number of Option Securities to the Underwriter; (iii) The Underwriter may exercise the Over-Allotment Shares and/or Option at any time Warrants specified in whole, or from time to time in part, on or before the forty-fifth (45th) day following the date of the Final Prospectus, by written notice from the Underwriter to the Company (the “Over-Allotment Exercise Notice”)such notice. The Underwriter must give the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are by written notice to be registered; and (D) the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice. (v) Payment for the Option Securities (the “Option Securities Payment”) shall be made by wire transfer in immediately available funds to the accounts specified by the Company to the Underwriter at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”). The Option Securities Payment shall be made against delivery to the Underwriter for its account of the Option Securities to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Closing Date and the Underwriter’s Warrant shall be issued in the name or names and in such authorized denominations as the Underwriter may request.

Appears in 1 contract

Sources: Underwriting Agreement (Innovative Eyewear Inc)

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsClosing Shares, warranties and covenants herein and subject to the conditions herein, (i) the Underwriter Representative is hereby granted an option (the “Over-Allotment Option”) to purchase, in the aggregate, up to [●] additional Ordinary Shares shares of Common Stock and/or Pre-funded Warrants to purchase Ordinary Sharesshares of Common Stock, representing 15.015% of the Closing Units Shares and Closing Pre-funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-funded Warrants,” as applicable) and/or up to [●] additional Series A Warrants to purchase an aggregate of an additional [●] Ordinary Sharesshares of Common Stock, representing 15.015% of the Closing Units Series A Warrants sold in the offering from the Company (the “Option Series A Warrants”) and/or up to [●] additional Series B Warrants to purchase an aggregate of an additional [●] shares of Common Stock, representing 15% of the Closing Series B Warrants sold in the offering from the Company (the “Option Series B Warrants”). The purchase price to be paid per Option Share or Option Pre-funded Warrant shall be equal to the price per Closing Unit Share or Closing Pre-funded Warrant set forth in Section 3(a2.1(b) hereof, the purchase price to be paid per Option Series A Warrant shall be equal to the price per Closing Series A Warrant set forth in Section 2.1(b) hereof and the purchase price to be paid per Option Series B Warrant shall be equal to $0.01 the price per Option WarrantClosing Series B Warrant set forth in Section 2.1(b) hereof. The Over-allotment Option is, at the Underwriter’s Underwriters’ sole discretion, for Option Shares Shares, Option Series A Warrants and Option Series B Warrants together, Option Pre-funded Warrants, Option Series A Warrants and Option Series B Warrants together, solely Option Shares, solely Solely Option Pre-funded Warrants, solely Option Series A Warrants, solely Option Series B Warrants, or any combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Closing Units and the Option Securities are collectively referred to as the “Securities.” The Securities and the Ordinary Shares shares Common Stock issuable upon exercise of the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants (the “Underlying Shares”), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Closing Series A Warrants, the Closing Series B Warrants, the Option Series A Warrants and the Option Series B Warrants, if any, 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 VStock Direct Transfer, LLC as warrant agent, and agent (the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, 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 VStock Transfer, LLC as warrant agent“Warrant Agreement”). The certificate (the “Pre-funded Warrant Certificate”) evidencing the Closing Pre-funded Warrants and the Option Pre-funded Warrants, if any, will be in the form attached hereto as Exhibit F. B. The offering and sale of the Public Securities is herein referred to as the “Offering”. (iib) upon an The Over-allotment Option granted pursuant to Section 2.2(a) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell the Option Securities to the Underwriter; (iii) allotment Option. The Underwriter may exercise the Over-Allotment allotment Option at any time in whole, or from time to time in part, on or before granted hereby may be exercised by the forty-fifth (45th) day following the date giving of the Final Prospectus, by written oral notice from the Underwriter to the Company (from the “Over-Allotment Exercise Notice”). The Underwriter Representative, which must give be confirmed in writing by overnight mail, email, facsimile or other electronic transmission setting forth the Over-Allotment Exercise Notice to the Company at least two Business Days prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Underwriter may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Securities as to which the Over-Allotment Option is being exercised; (B) the purchase price for the Option Securities; (C) the names and denominations in which the Option Securities are to be registered; and (D) purchased and the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day after the date for delivery of the Over-Allotment Exercise Notice. (v) Payment and payment for the Option Securities (the “Option Securities PaymentClosing Date), which shall not be later than one (1) full Business Days after the date of the notice or such other time as shall be made by wire transfer in immediately available funds to the accounts specified agreed upon by the Company to and the Underwriter Representative, at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, P.C. at [11:00] [a.m.] Eastern Time on the date specified in the corresponding Over-Allotment Exercise Notice, Representative Counsel or at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the same or such other date and time, not later than the fifth business day thereafter, as the Underwriter and the Company may agree upon in writing (an “Additional Closing Date”), the Option Closing Date will be as set forth in the notice. The Upon exercise of the Over-allotment Option Securities Payment shall be made against delivery with respect to the Underwriter for its account all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to be purchased on any Additional Closing Datesuch adjustments as the Representative, with any transfer taxesin its sole discretion, stamp duties and other similar taxes payable in connection with the sale of shall determine. (c) Payment for the Option Securities duly paid by the Company. (vi) As additional compensation for the Underwriter’s services, the Company shall issue to the Underwriter or its designees at the closing of the Offering warrants (the “Underwriter’s Warrant”) to purchase that number of Ordinary Shares equal to 5.0% of the aggregate number of Ordinary Shares sold in the Offering (including any Ordinary Shares underlying the Pre-Funded Warrants, but excluding any Ordinary Shares or Pre-Funded Warrants sold through the exercise of the over-allotment option or the exercise of such Pre-Funded Warrants). The Underwriter’s Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement of sales of the Closing Units in the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering price per Closing Unit in the Offering. The Underwriter’s Warrant and the Ordinary Shares issuable upon exercise thereof are sometimes hereinafter referred to collectively as the “Underwriter’s Securities.” The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the 180-day period after the commencement of sales of the Closing Unit in the Offering and by its acceptance thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective Underwriter's Securities, 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 180 days following the commencement of sales of the public offering to anyone other than (A) the Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide officer or partner of one of the Underwriter; and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the executed Underwriter’s Warrant Agreement shall be made on the Option Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company upon delivery to the Representative of certificates (in form and substance satisfactory to the Underwriter’s Warrant Representative) representing the Option Securities (or, except in the case of Pre-funded Warrants, through the facilities of DTC) for the account of the Underwriters. The applicable number of Option Securities shall be issued registered in the such name or names and in such authorized denominations as the Underwriter Representative may requestrequest in writing prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Securities except upon tender of payment by the Representative for applicable Option Securities. An Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Closing Units and the applicable Option Securities.

Appears in 1 contract

Sources: Underwriting Agreement (Alset EHome International Inc.)