Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Xxxxxxxxxx shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxx. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. If you communicate to us that a particular offering is being made on a best efforts basis, then the terms in this Section 3(j) apply and other inconsistent terms in this Agreement do not apply.
Best Efforts Offering. If the Public Offering is on a best efforts basis, the sale of Securities to the investors in the Public Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in the Public Offering. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. The Company hereby invites the Broker-Dealer, --------------------- on a "best efforts" basis, to offer and sell up to Thirteen Million Dollars ($13,000,000.00) of the Preferred Stock in accordance with the terms and conditions described herein and in the Memorandum. The Broker-Dealer agrees to use its best efforts to sell such shares in accordance with these terms and conditions. In the event that the Company decides to terminate the offering before selling all the shares being offered, the Company will notify Broker- Dealer in writing as provided herein and give Broker-Dealer fifteen (15) days to close-out and submit its existing subscription commitments.
Best Efforts Offering. The Company hereby engages Oppenheimer to act as its lead-placement agent during the term of the offering as outlined herein to sell shares of Common Stock and Warrants (the “Securities”), on a “best efforts” basis (the “Offering” or “PIPE”). Oppenheimer intends to market the Offering on the terms as set forth in the Term Sheet attached hereto as Exhibit A. The Securities shall be offered without registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”) pursuant to the exemption from registration created by Regulation D thereof.
Best Efforts Offering. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company appoints the Underwriter as its exclusive agent to effect sales of the Shares on a "best efforts" basis, for the account and risk of the Company, at a price of $1.00 per Share and upon the other terms and conditions set forth in the Prospectus. The Underwriter agrees to use its best efforts as such agent to procure purchasers for the Shares during a period commencing with the date of this Agreement and ending on _____________________. The Underwriter may, in its sole discretion, use the services of other brokers or dealers in connection with the offer and sale of the Shares and pay any portion of the Underwriter's compensation hereunder to such brokers or dealers who are members of the NASD.
Best Efforts Offering. (a) Subject to the term sheet to be provided to the Company, that may be amended from time to time, and commencing on the date of this Agreement and continuing until June 30, 2013 or 90 days after completion of subscription documents satisfactory to the Placement Agent whichever is later, the Company hereby engages Placement Agent to act as its exclusive agent to sell a maximum of $10,000,000 in principal amount (the “Maximum Offering”) of Units consisting of its common shares that have been registered on Form S-3 (Registration File No. 333-173195) under the Securities Act of 1933 and warrants exercisable at $3.00 per share
Best Efforts Offering. Each Purchaser acknowledges that: (i) the Offering is being conducted on a “best efforts basis” and that, therefore, the Company makes no representation or guarantee that any amount of Units will be sold in the Offering; and (ii) no actual Units will be issued in connection with the Offering, with each Purchaser only receiving Shares and Warrants at the applicable Closing.
Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and A.G.P. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors. The Company and A.G.P. shall enter into a customary placement agency agreement in form and substance satisfactory to A.G.P. and its counsel (“Placement Agency Agreement”).
