Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limited, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (Senmiao Technology LTD)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global the Placement Agent and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None.
4. FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (( the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith EZGO Technologies Ltd., a Nevada corporation British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares Ordinary Shares (the “Shares”) of the Company’s common stock , par value $0.001 per share (the “Common StockOrdinary Shares”), and certain warrants to purchase Shares (the “Warrants,” and collectively with the Shares and Shares underlying the Warrants, the “Securities”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, any securities convertible into or exercisable or exchangeable for Common StockShares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (EZGO Technologies Ltd.)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED ZW DATA ACTION TECHNOLOGIES, INC. By: :__________________________ Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: :__________________________ Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. February 16, 2021 FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith ZW Data Action Technologies, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (ZW Data Action Technologies Inc.)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global ▇▇▇▇▇▇ and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yoursADITXT, SENMIAO TECHNOLOGY LIMITED INC. By: Name: Amro ▇▇▇▇▇▇▇ Title: Chief Executive Officer Confirmed as of the date first written above: FT GLOBAL CAPITAL▇▇▇▇▇▇ ▇▇▇▇▇ SECURITIES, INC. By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Chief Executive Officer None. ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President None. FT Global CapitalSecurities, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith Aditxt, Inc., a Nevada Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, the foregoing restrictions shall not apply in respect of an Exempt Issuance as defined in the Agreement.
Appears in 1 contract
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: /s/ Xi Wen Name: Xi Wen Title: Chief Executive Officer Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: /s/ P▇▇▇▇▇▇ ▇▇ Name: ▇P▇▇▇▇▇▇ ▇▇ Title: President None. FT Global Capital, Inc. ▇ 5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limited, a Nevada corporation (the “Company”), providing for the public registered direct offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”) and warrants to purchase Common Stock (collectively with the Shares, the Securities). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus supplement (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (Senmiao Technology LTD)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yoursCBAK ENERGY TECHNOLOGY, SENMIAO TECHNOLOGY LIMITED INC By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. February 8, 2021 FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith CBAK Energy Technology, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 30 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (CBAK Energy Technology, Inc.)
Partial Unenforceability. The invalidity or unenforceability of any sectionSection, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other sectionSection, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that If the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally boundis in accordance with your understanding, please sign indicate your acceptance of this Agreement by signing in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED EQT CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Confirmed as of the date first written above: FT GLOBAL CAPITALSenior Vice President and Chief Financial Officer ▇▇▇▇▇▇▇, INC▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇, Sachs & Co. 6,500,000 Total 6,500,000 None
(a) Number of Firm Shares offered by the Company: 6,500,000
(b) Price per Share: $58.50
1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer
2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, President
3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President and Chief Financial Officer February 19, 2016 EQT Corporation EQT Plaza ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President None. FT Global Capital▇▇▇▇▇▇▇▇▇▇, Inc. ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇Sachs & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. & Co. (the “Placement AgentUnderwriter”) proposes to enter into a Placement Agency an Underwriting Agreement (the “Underwriting Agreement”) wit Senmiao Technology Limited, a Nevada corporation with EQT Corporation (the “Company”), providing for the public offering (by the “Public Offering”) Underwriter of securities of the Companycommon stock, including shares (the “Shares”) of the Company’s common stock no par value (the “Common Stock”), of the Company (the “Public Offering”). To induce In consideration of the Placement Agent Underwriter’s agreement to continue its efforts in connection with purchase and make the Public OfferingOffering of the Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Placement AgentUnderwriter, the undersigned will not, during the period commencing on the date hereof and ending 180 45 days after the date of the final prospectus (the “ProspectusLock-Up Period”) relating to the Public Offering (the “Lock-Up PeriodProspectus”), (1) offer, pledge, sell, contract to sell, grantsell any option or contract to purchase, lendpurchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, Stock or any securities convertible into or exercisable or exchangeable for Common StockStock (including without limitation, whether now Common Stock or such other securities which may be deemed to be beneficially owned or hereafter acquired by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or with respect warrant), or publicly disclose the intention to which the undersigned has make any offer, sale, pledge or hereafter acquires the power of disposition (collectivelydisposition, the “Lock-Up Securities”); (2) enter into any swap or other arrangement agreement that transfers to anothertransfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up SecuritiesCommon Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up SecuritiesCommon Stock or such other securities, in cash or otherwise; , or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, the undersigned may transfer (a) shares of Common Stock acquired in open market transactions by the undersigned after the completion of the Public Offering, (b) shares of Common Stock to the Company for the cashless exercise of options to purchase Common Stock for any withholding taxes on the exercise thereof or to pay the exercise price thereof pursuant to employee benefit plans as described in the Prospectus or to pay any taxes on vesting of performance stock unit awards, (c) any or all of the shares of Common Stock or other Company securities if the transfer is other than a disposition for value and is by (i) gift, will or intestacy, (ii) to a trust for direct or indirect benefit of the officer or an immediate family member of such person or (iii) distribution to partners, members or shareholders of the undersigned and (d) up to [•] shares of Common Stock if the transfer is other than a disposition for value and is to an entity which is a non-profit or a Section 501(c)(3) organization under the Code (as defined in the Underwriting Agreement); provided, however, that in the case of a transfer pursuant to clause (c) above, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding the securities subject to the provisions of this Lock-Up SecuritiesAgreement. The undersigned agrees that the Company may, and that the undersigned will if requested (i) with respect to any shares of Common Stock or other Company securities for which the undersigned is the record holder, cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company and (ii) with respect to any shares of Common Stock or other Company securities for which the undersigned is the beneficial holder but not the record holder, cause the record holder of such securities to cause the transfer agent for the Company to note stop transfer instructions with respect to such securities on the transfer books and records of the Company. In addition, the undersigned hereby waives any and all notice requirements and rights with respect to registration of securities pursuant to any agreement, understanding or otherwise setting forth the terms of any security of the Company held by the undersigned, including any registration rights agreement to which the undersigned and the Company may be party; provided that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or (4) publicly disclose are in any way inconsistent with any registration rights agreement to which the intention to make any offerundersigned and the Company may be a party, sale, pledge or disposition, or this Lock-Up Agreement supersedes such registration rights agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into any transaction, swap, hedge or other arrangement relating to any this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. [Signature Page Follows] Signature: Print Name: February 24, 2016 ▇▇▇▇▇▇▇, Sachs & Co. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ RE: Offering of 6,500,000 shares of EQT Corporation Common Stock, no par value Ladies and Gentlemen: We have acted as special counsel to EQT Corporation, a Pennsylvania corporation (the “Company” or “Our Client”), in connection with the Underwriting Agreement, dated February 19, 2016 (the “Underwriting Agreement”), between you and the Company, relating to the sale by the Company to you of 6,500,000 shares (the “Firm Shares”) of the Company’s Common Stock, no par value (the “Common Stock”), and up to an additional 975,000 shares of Common Stock (the “Option Shares”) at your option. The Firm Shares and the Option Shares are collectively referred to herein as the “Securities.” This opinion is being furnished to you pursuant to Section 4(f) of the Underwriting Agreement. Neither the delivery of this opinion nor anything in connection with the preparation, execution or delivery of the Underwriting Agreement or the transactions contemplated thereby is intended to create or shall create an attorney-client relationship with you or any other party except Our Client. In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-191781) of the Company relating to the Securities and other securities of the Company filed with the Securities and Exchange Commission (the “Commission”) on October 17, 2013 under the Securities Act of 1933 (the “Securities Act”) allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement including the Incorporated Documents (as defined below) being hereinafter referred to as the “Registration Statement”); ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. February 24, 2016
(b) the prospectus, dated October 17, 2013 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(c) the preliminary prospectus supplement, dated February 19, 2016, (together with the Base Prospectus and the Incorporated Documents, the “Preliminary Prospectus”) relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the prospectus supplement, dated February 19, 2016 (together with the Base Prospectus and the Incorporated Documents, the “Prospectus”), relating to the offering of the Securities, in the form filed by the Company pursuant to Rule 424(b) of the Rules and Regulations;
(e) the documents described on Schedule 1 hereto filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934 and incorporated by reference into the Registration Statement, the Prospectus or Preliminary Prospectus, as the case may be, as of the date hereof (collectively, the “Incorporated Documents”);
(f) an executed copy of the Underwriting Agreement;
(g) an executed copy of a certificate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President and Chief Financial Officer of the Company, dated the date hereof, a copy of which is attached as Exhibit A hereto (the “Officer’s Certificate”);
(h) an executed copy of a certificate of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(i) copies of the certificate of incorporation, certificate of formation or certificate of limited partnership, as applicable, of each of EQT Capital Corporation, a Delaware corporation (“EQT Capital”), EQT GP Holdings, LP, a Delaware limited partnership, EQT Investments Holdings, LLC, a Delaware limited liability company, EQT Midstream Partners, LP, a Delaware limited partnership, and EQT Gathering Holdings, LLC, a Delaware limited liability company (collectively, the “Delaware Subsidiaries”), certified by the Secretary of State of the State of Delaware as of February 16, 2016;
(j) copies of the bylaws of EQT Capital, as amended and in effect as of the date hereof, certified pursuant to the Secretary’s Certificate;
(k) copies of the limited liability company operating agreement or limited partnership agreement, as applicable, of each Delaware Subsidiary other than EQT Capital, as described on Schedule 2 hereto, certified pursuant to the Secretary’s Certificate (collectively, the “LLC/LP Agreements” and each an “LLC/LP Agreement”);
(l) copies of certificates, dated February 16, 2016, and bringdown verifications thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect ▇▇▇▇▇▇▇, Sachs & Co. February 24, 2016 to the existence and good standing of each Delaware Subsidiary in the State of Delaware (collectively, the “Delaware Certificates”); and
(m) the Scheduled Contracts (as defined below). We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Delaware Subsidiaries and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Delaware Subsidiaries and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate. We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the federal laws of the United States of America and (iii) solely with respect to our opinion set forth in paragraph 1 below, (A) the General Corporation Law of the State of Delaware (the “DGCL”), (B) the Delaware Limited Liability Company Act (the “DLLCA”) and (C) the Delaware Revised Uniform Limited Partnership Act (“DRULPA”).
Appears in 1 contract
Sources: Underwriting Agreement (EQT Corp)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global ▇▇▇▇▇▇ and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇ ▇▇ Title: Chief Operating Officer Agreed and accepted as of the date first above written. By: /s/ ▇▇▇▇▇▇ ▇. Hands Name: ▇▇▇▇▇▇ ▇. Hands Title: President None. FT Global Capital▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇ ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital▇▇▇▇▇▇ ▇▇▇▇▇ Securities, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith Cesca Therapeutics Inc., a Nevada Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock stock, par value $0.001 per share (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 60 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grantgrant any option or contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement described in clause (1) or (2) relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (Cesca Therapeutics Inc.)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: CHINA NATURAL RESOURCES, INC. By:/s/ ▇▇▇▇ ▇▇▇ On ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ On ▇▇▇▇▇▇ Title: Chairman Confirmed as of the date first written above: January 20, 2021 FT GLOBAL CAPITAL, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇ Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith China Natural Resources, Inc., a Nevada corporation BVI company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days three months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (China Natural Resources Inc)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. _________________, 2021 FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology with MingZhu Logistics Holdings Limited, a Nevada corporation Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares Ordinary Shares (the “Shares”) of the Company’s common stock Company (the “Common StockOrdinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common StockOrdinary Shares, any securities convertible into or exercisable or exchangeable for Common StockOrdinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (MingZhu Logistics Holdings LTD)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global the Placement Agent and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇P▇▇▇▇▇▇ ▇▇ Title: President None.
4. FT Global Capital, Inc. ▇ 5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (( the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith EZGO Technologies Ltd., a Nevada corporation British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares Ordinary Shares (the “Shares”) of the Company’s common stock , par value $0.001 per share (the “Common StockOrdinary Shares”), and certain warrants to purchase Shares (the “Warrants,” and collectively with the Shares and Shares underlying the Warrants, the “Securities”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common StockShares, any securities convertible into or exercisable or exchangeable for Common StockShares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (EZGO Technologies Ltd.)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, SENMIAO TECHNOLOGY LIMITED Dogness (International) Corporation By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇P▇▇▇▇▇▇ ▇▇ Title: President None. None FT Global Capital, Inc. ▇ 5 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) wit Senmiao Technology Limitedwith Dogness (International) Corporation, a Nevada corporation British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s Class A common stock (the “Common Stock”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 180 days six months after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities.
Appears in 1 contract
Sources: Placement Agency Agreement (Dogness (International) Corp)