Purchase Warrants Clause Samples

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date and Option Closing Date, as applicable, an option (“Representatives’ Warrants”) for the purchase of an aggregate number of shares of Common Stock equal to 2% of the Public Securities sold in the Offering. The Representatives’ Warrants, in the form attached hereto as Exhibit A, shall be exercisable, in whole or in part, commencing on a date which is one hundred eighty (180) days after the commencement of sales of the Offering and expiring on the five-year anniversary of the commencement of sales of the Offering at an initial exercise price per share of Common Stock of $[ ], which is equal to 125% of the initial public offering price per Firm Share. The Representatives’ Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives’ Warrants shall include, but not limited to, unlimited piggyback registration rights, one demand registration right and a “net issuance” or “cashless” exercise feature.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representatives (and/or its designees) on the Closing Date (“Representatives’ Warrants”) five- year warrants for the purchase of a number of the Shares equal to 2.0% of the number of the sum of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $5.75 (or 115% of the public offering price per Firm Share). The Representatives’ Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives’ Securities are transferrable within the Representatives’ respective organizations at their discretion. The Representatives’ Securities are exercisable beginning on the commencement of sales of the Offering (the “Commencement Date”) and will expire five (5) years after the Commencement Date. The Representatives’ Securities are not redeemable by the Company. The Representatives’ Securities provide for immediate demand and/or piggy-back registration rights at the Company’s expense. The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representatives’ Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) an officer, partner, registered person or affiliate of the Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions. The Representatives’ Warrants shall also have customary anti-dilution provisions for stock dividends, splits, mergers, and any future stock issuance, etc., at a price(s) below said exercise price per share and shall provide for automatic exercise immediately prior to expiration. The Representatives’ Warrants will contain such other terms and conditions no less favorable to Representatives than the term and conditions generall...

Purchase Warrants. The Company hereby agrees to issue to the Representative (and/or its designees) on the Closing Date a warrant (“Representative’s Warrants”) for the purchase of an aggregate of [ ] shares of Common Stock, representing 5% of the number of Firm Shares, and the purchase of an aggregate of [ ] warrants to purchase [ ] shares of Common Stock . The agreement(s) representing the Representative’s Warrants, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[ ], which is equal to 110% of the initial public offering price of the Firm Units. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrants”) as applicable, five-year warrants for the purchase of a number of the Firm Shares equal to 7% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $[*] (or 125% of the public offering price per Firm Share). The Representative’s Warrants and the Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. Within five (5) Business Days of the end of each Pricing Period, the Company shall issue and deliver to the Investor a warrant ("Purchase Warrant"), in the form attached hereto as Exhibit D, or such other form as agreed upon by the parties, to purchase a number of shares of Common Stock equal to 10% of the Put Share Amount for that Put. Each Purchase Warrant shall be exerciseable at a price (the "Purchase Warrant Exercise Price") which shall initially equal 110% of the Market Price for the applicable Put, and shall have semi-annual reset provisions. Each Purchase Warrant shall be immediately exercisable at the Purchase Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on the date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement.

Purchase Warrants. Within five (5) Business Days of the end of each Pricing Period, the Company shall issue and deliver to the Investor a warrant ("Purchase Warrant"), in the form attached hereto as Exhibit D, or such other form as agreed upon by the parties, to purchase a number of shares of Common Stock equal to 9% of the number of Put Shares issued to Investor in that Put. Each Purchase Warrant shall be exerciseable at a price (the "Purchase Warrant Exercise Price") which shall initially equal 110% of the Market Price on the Pricing Period End Date, and shall have semi-annual reset provisions. Each Purchase Warrant shall be immediately exercisable at the Purchase Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on the date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Purchase Warrant to the Investor, the Company shall deliver to the Investor a Purchase Warrant Opinion of Counsel (signed by the Company's independent counsel).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) as applicable, five-year warrants for the purchase of a number of the Common Shares equal to 7% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price of $[*] (or 100% of the public offering price per Share). The Representative’s Warrant and the Common Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Securities during the one hundred eighty (180) following the commencement of sales in the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the commencement of sales in the Offering other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrants”) as applicable, three-year warrants (which are stock acquisition rights under Japanese laws) for the purchase of a number of ADSs equal to 4% of the number of the Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A, at an initial exercise price equal to 125% of the price per share of the ADSs sold in the Offering. The Representative’s Warrants and the ADSs issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrants and the underlying ADSs during the one hundred eighty (180) days beginning on the date of commencement of sales of the offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge, or hypothecate the Representative’s Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days beginning on the date of commencement of sales of offering, other than as permitted by FINRA Rule 5110(e)(2).

Purchase Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date two separate warrants (collectively, the “Representative’s Firm Warrants”), for an aggregate purchase price of $100.00. The first of the Representative’s Warrants is for the purchase of an aggregate of 3,600 shares of Series B Preferred Stock, representing 1% of the Firm Shares (the “Firm Warrants for Preferred Stock”). The second of the Representative’s Firm Warrants is for the purchase of an aggregate of 18,000 warrants each exercisable into one share of Common Stock, representing 1% of the Firm Warrants (the “Firm Warrants for Common Stock Warrants”). The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Option Closing Date two separate warrants (collectively, the “Representative’s Option Warrants,” and together with the Representative’s Firm Warrants, the “Representative’s Warrants”), for an aggregate purchase price of $100.00. The first of the Representative’s Option Warrants is for the purchase of a number of shares of Series B Preferred Stock, representing 1% of the Option Shares (the “Option Warrants for Preferred Stock”). The second of the Representative’s Option Warrants is for the purchase of warrants, each exercisable into one share of Common Stock, representing 1% of the Option Warrants (the “Option Warrants for Common Stock Warrants”). The warrant agreement for the Representatives’ Firm Warrants for Preferred Stock and the Representative’s Option Warrants for Common Stock , in the form attached hereto as Exhibit A.1 (collectively, the “Representative’s Warrant Agreement for Series B Preferred Stock”), shall be exercisable, in whole or in part, commencing on a date which is three hundred sixty (360) days after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Series B Preferred Stock of $24.95. The warrant agreement for the Representative’s Firm Warrants for Common Stock Warrants and the Representative’s Option Warrants for Common Stock Warrants, in the form attached hereto as Exhibit A.2 (collectively, the “Representative’s Warrant Agreement for Common Stock Warrants”, and together with the Representative’s Warrant Agreement for Series B Preferred Stock, the “Representative’s Warrant Agreements”), shall be exercisable, in whole or in part, commencing on a date which is three hundred sixty (360) days after the Effective D...