Representative Warrant Sample Clauses
Representative Warrant. THIS ORDINARY SHARES REPRESENTATIVE WARRANT (this “Representative Warrant”) certifies that, pursuant to that certain Underwriting Agreement by and between Z▇ ▇▇▇ D▇▇▇ ▇▇▇▇ LIMITED, a Cayman Islands exempted company (the “Company”) and Revere Securities LLC (“Revere”), dated [●], 2025 (the “Underwriting Agreement”), Revere (in such capacity with its permitted successors or assigns, the “Holder”), as registered owner of this Representative Warrant, is entitled, at any time or from time to time from [●], 2025 (the “Exercise Date”) [THE DATE THAT IS THE OFFERING CLOSING DATE ], and at or before 5:00 p.m., Eastern time, [●], 2028 [DATE THAT IS THREE YEARS FROM THE COMMENCEMENT OF SALES OF THE OFFERING] (the “Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [●]Ordinary Shares of the Company, par value $0.0001 per share (the “Shares”)1, subject to adjustment as provided in Section 5 hereof. If the Expiration Date is a day on which banking institutions are authorized by law or executive order to close, then this Representative Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period commencing on the date hereof and ending on the Expiration Date, the Company agrees not to take any action that would terminate this Representative Warrant. This Representative Warrant is initially exercisable at $[●] per Share (120% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 5 hereof, the rights granted by this Representative Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. Any term not defined herein shall have the meaning ascribed thereto in the Underwriting Agreement. The Representative Warrant is redeemable.
Representative Warrant. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [ ● ] Ordinary Shares, representing two percent (2%) of the Underlying Shares in respect of the Firm ADSs, for an aggregate purchase price of $[ ● ]. As specified in the Representative’s Warrant, in the form attached hereto as Exhibit B (the “Representative’s Warrant Agreement”), the Representative’s Warrant shall be exercisable, in whole or in part, commencing on the Effective Date and expiring on the five (5) year anniversary of the Effective Date at an initial exercise price calculated on the basis of $[ ● ] per Ordinary Share, which is equal to 41 2/3% of the per Firm ADS public offering price of the Firm ADSs (or 125% of the per Underlying Share price implied by such Firm ADS public offering price). The Representative’s Warrant Agreement and the Ordinary Shares issuable upon exercise thereof are hereinafter referred to as the “Representative’s Shares.” The Representative understands and agrees that there are significant restrictions pursuant to Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) against transferring the Representative’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the 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 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.
Representative Warrant. The Company hereby agrees to issue to the Representative (and/or its designees) at the Closing a warrant to purchase up to an aggregate of three percent (3%) of the shares of Common Stock included as a component of the Units sold in the Offering (including Units sold as part of the Over-Allotment Option) (the “Representative Warrant”). The Representative Warrant shall be exercisable, in whole or in part, commencing 180 days from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price of $7.50 per share, which is equal to one hundred and twenty-five percent (125%) of the initial public offering price per Firm Unit. The Representative Warrant will be in the form filed as Exhibit 4.6 to the Registration Statement. The Representative Warrant and the Common Stock issuable upon exercise of the Representative Warrant are hereinafter referred to collectively as the “Representative’s Securities.”