any other documents or agreements executed in connection with the transactions contemplated hereunder.
Transfer Agent means Computershare Investor Services Inc., with offices located at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1 and any successor transfer agent of the Company.
Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Warrant Shares means the Common Shares issuable upon exercise of the Warrants.
Warrants means, collectively, the Closing Warrants, the Option Warrants and the Pre-Funded Warrants, if any, delivered to the Underwriters in accordance with Section 2.1 and Section 2.2.
PURCHASE AND SALE
(a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell in the aggregate , (i) Common Shares, (ii) Pre-Funded Warrants and (iii) Warrants exercisable for an aggregate of Common Shares, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, the following securities of the Company:
(i) the number of Common Shares (the Closing Shares) set forth opposite the name of such Underwriter on Schedule I hereof;
(ii) the number of Pre-Funded Warrants (the Pre-Funded Warrants) set forth opposite the name of such Underwriter on Schedule I hereof, which Warrants shall be in the form of Exhibit A attached hereto; and
(iii) Warrants to purchase up to % the number of Common Shares set forth opposite the name of such Underwriter on Schedule I hereof plus the aggregate number of Pre-Funded Warrants set forth opposite the name of such Underwriter on Schedule I hereof (the Closing Warrants and, collectively with the Closing Shares and the Pre-Funded Warrants, the Closing Securities), which Warrants shall have an exercise price of $ , subject to adjustment as provided therein, which Warrants shall be exercisable immediately and have a term of exercise equal to years, in the form of Exhibit A attached hereto.
(b) The aggregate purchase price for the Closing Securities shall equal the amount set forth opposite the name of such Underwriter on Schedule I hereto (the Closing Purchase Price). The purchase price for one Share shall be $ ; the purchase price for one Closing Pre-Funded Warrant to purchase one Warrant Share shall be $ ; and the purchase price for one Warrant to purchase one Warrant Share shall be $ .
(c) On the Closing Date, each Underwriter shall deliver or cause to be delivered to the Company, via wire transfer, immediately available funds equal to such Underwriters Closing Purchase Price and the Company shall deliver to, or as directed by, such Underwriter its respective Closing Securities and the Company shall deliver the other items required pursuant to Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur at the offices of EGS or such other location as the Company and Representative shall mutually agree. The Securities are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (the Offering).
(d) The Company acknowledges and agrees that, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered by a Purchaser on or prior to 12:00 p.m. (New York City time) on the Closing Date, which Notice(s) of Exercise may be delivered at any time after the time of execution of this Agreement, provided that the Exercise Price (as defined in the Warrants) has been delivered to the Company shall deliver the Warrant Shares subject to such notice(s) to the Purchaser by 4:00 p.m. (New York City time) on the Closing Date. The Company acknowledges and agrees that the Purchasers are third-party beneficiaries of this covenant of the Company.
(e) Notwithstanding the foregoing, no Securities will be offered or sold in Canada, or knowingly to a person resident in Canada, pursuant to this Agreement.
2.2 Over-Allotment Option.
(a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Closing Securities, the Representative is hereby granted an option (the Over-Allotment Option) to purchase, in the aggregate, up to Common Shares (the Option Shares) and Warrants to purchase up to Common Shares (the Option Warrants and, collectively with the Option Shares, the Option Securities)1 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. which Warrants shall be exercisable immediately and have a term of exercise equal to years, in the form of Exhibit A attached hereto.
(b) 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
|(1) || |
[ % of the Closing Shares and the Closing Warrants.