Abandonment of Offering Sample Clauses

Abandonment of Offering. As soon as practicable but no later than thirty (30) days after receipt by the Escrow Agent of written notice from the Company that it is abandoning the Offering, the Escrow Agent shall return directly to the Subscribers by certified mail the Subscribers’ Subscriptions, including funds equal to the Payments made by or on behalf of each such Subscriber, together with interest earned on the amount of such Payments and without deduction except as stated in Sections 7 and 13 of and Exhibits B and C to this Agreement (interest earned will be calculated at the end of the month of account termination and may be disbursed through a separate payment following calculation).
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Abandonment of Offering. 11. If the Impound Agent receives a letter from the Company stating that the offering has been abandoned, the Impound Agent will return to each subscriber the amount the Impound Agent received on behalf of that subscriber together with interest as set out in paragraph 9. Termination of Agreement ------------------------
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Abandonment of Offering. In the event that the Company abandons or otherwise fails to close the Offering, whether because the Company has not timely raised the minimum investment or otherwise, the Company promptly shall provide written notice thereof to Escrow Agent and, at Escrow Agent's election, shall authorize Escrow Agent to disburse the Escrow Funds then held by Escrow Agent either (a) directly to the investors or (b) to the Company for further delivery to the investors. If Escrow Agent elects to disburse the Escrow Funds directly to the investors, the Company shall promptly provide Escrow Agent with a list of names, addresses and amounts of the investment by the Company's President to be true, correct and complete. Promptly after its disbursal of the Escrow Funds to the investors, Escrow Agent shall deliver to the Company a written statement showing the amount disbursed to each investor. If Escrow Agent delivers the Escrow Funds to the Company for further delivery to the investors, the Company shall, within ten (10) business days after its receipt of the Escrow Funds from Escrow Agent, (x) effect the delivery of the Escrow Funds and (y) deliver to Escrow Agent written confirmation that the Company has delivered the Escrow Funds to the investors; provided that Escrow Agent shall have no obligation to confirm that the Escrow Funds have been delivered to the investors or to compel the Company to provide the written confirmation to Escrow Agent.
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Abandonment of Offering. Should the Escrow period terminate pursuant to the provisions of paragraph 4(b)(ii) hereof, then the Escrow Agent shall, within ten (10) business days following such termination and on the basis of its Escrow Account records, return to each of the subscribers for the shares the respective amounts paid or payable to each subscriber pursuant to this paragraph. These monies shall be deemed to be the property of such subscriber, free and clear of any or all claims of the Company or of any creditors, and the respective agreements to purchase the shares made and entered into under the Prospectus shall be deemed canceled without any further liabilities and responsibilities hereunder. The Company shall pay to the Escrow Agent the costs of mailing for each check written by the Escrow Agent in the course of returning funds to subscribers pursuant to this paragraph. This per-check amount shall not be deducted from funds deposited into the Escrow Account, but shall be paid by the Company promptly upon receipt of an invoice therefore from the Escrow Agent.
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Abandonment of Offering. In the event that the Company abandons or otherwise fails to close the Offering, whether because the Company has not timely raised the minimum investment or otherwise, the Company promptly shall provide written notice thereof to Escrow Agent authorizing Escrow Agent to disburse the Escrow Funds then held by Escrow Agent directly to the investors without interest. The Company shall promptly provide Escrow Agent with a list of names, addresses and amounts of the investment confirmed by the Company's President to be true, correct and complete. Promptly after its disbursal of the Escrow Funds to the investors, Escrow Agent shall deliver to the Company a written statement showing the amount disbursed to each investor.
Sample 1
Abandonment of Offering. 15. If the Escrow Agent receives a letter from the Company stating that the Offering has been abandoned or terminated, the Escrow Agent will promptly return to each Investor the Escrow Funds (without interest) the Escrow Agent received on behalf of that Investor.
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Related to Abandonment of Offering

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • Termination of Offer In the event that this Agreement is terminated pursuant to Section 8.1, Purchaser shall (and Parent shall cause Purchaser to) promptly (and, in any event, within 24 hours of such termination), irrevocably and unconditionally terminate the Offer and shall not acquire any Shares pursuant to the Offer. If the Offer is terminated or withdrawn by Purchaser, Purchaser shall promptly return, and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof.

  • Consummation of Offer Purchaser (or Parent on Purchaser’s behalf) shall have accepted for payment all of the Shares validly tendered pursuant to the Offer and not validly withdrawn.

  • Manner of Offering The Distributor will conform to the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares. The Distributor also agrees to furnish to the Trust sufficient copies of any agreements, plans or sales literature it intends to use in connection with any sales of Shares in adequate time for the Trust to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. The Distributor shall have the right to accept or reject orders for the purchase of Shares. Any consideration that the Distributor may receive in connection with a rejected purchase order will be returned promptly to the prospective purchaser. The Trust or its transfer agent or shareholder servicing agent is authorized to confirm sales of Shares on behalf of the Distributor. The Trust shall register or cause to be registered all Shares sold by the Distributor pursuant to the provisions hereof in such name or names and amounts as the Distributor may request from time to time and the Trust shall issue or cause to be issued certificates evidencing such Shares for delivery to Distributor or pursuant to Distributor’s direction if and to the extent that the Trust contemplates the issuance of such share certificates. All Shares, when so issued and paid for, shall be fully paid and nonassessable.

  • Termination of Offering or Rejection of Subscription 3.1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, or (b) the Offering is terminated by the Manager in its sole discretion, the Company will cause the Escrow Agent to refund the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

  • Expiration of Offer This offer, unless accepted or countered by Seller, shall automatically terminate at   o’clock on  ,  . Time is of the essence. THIS IS A LEGALLY BINDING AGREEMENT. BOTH PURCHASER AND SELLER SHALL SEEK FURTHER LEGAL ASSISTANCE IF THE CONTENTS OF THIS CONTRACT ARE NOT UNDERSTOOD. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIPT OF A COPY OF THIS CONTRACT. BOTH PURCHASER AND SELLER ACKNOWLEDGE RECEIVING, READING AND UNDERSTANDING THE SOUTH CAROLINA DISCLOSURE OF REAL ESTATE BROKERAGE RELATIONSHIPS FORM. Signed and sealed by each party as of the dates below. PURCHASER: ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     ___________________________________________________(SEAL) SIGN AS NAME IS TO APPEAR ON DEED‑‑DATE‑‑     SELLER: __________________________________________________(SEAL)

  • Terms of Offering You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the “Underwriters’ Securities”) or by the Issuer or Seller pursuant to delayed delivery contracts (the “Contract Securities”), if any, contemplated by the Underwriting Agreement. You authorize the Manager: (i) to purchase any or all of the Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in, or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Underwriting Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add prospective or remove existing Underwriters from the syndicate, (iv) to exercise, in the Manager’s discretion, all of the authority vested in the Manager in the Underwriting Agreement, (v) except as described below in this Section 3.1, to take any other action as may seem advisable to the Manager in respect of the Offering (including, in the case of an Offering of asset-backed securities, the preparation and delivery of ABS Underwriter Derived Information), including actions and communications with the Commission, the Financial Industry Regulatory Authority (“FINRA,” formerly known as the National Association of Securities Dealers, Inc., and NASD, Inc., or “NASD”), state blue sky or securities commissions, stock exchanges, and other regulatory bodies or organizations. Furthermore, the Manager will have exclusive authority, on your behalf and on behalf of the Co-Managers, to exercise powers and pursue enforcement of the terms and conditions of the Underwriting Agreement and any Intersyndicate Agreement, whether or not actually exercised, except as otherwise specified herein or therein. If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices, or prices related to prevailing market prices, or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager’s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager may deem necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions (including interest rate hedging transactions) in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1.2 hereof: (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price, Fees, and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price, and (iii) to increase or decrease the number, amount, or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3.1, the Manager will notify the Underwriters, prior to the signing of the Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement by more than 25% (or such other percentage as will have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder. The Manager may, at its discretion, delegate to any Underwriter any and all authority vested in the applicable AAU, including, but not limited to, the powers set forth in Sections 5.1 and 5.2 hereof.

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