BOOTH PLACEMENT Sample Clauses

BOOTH PLACEMENT. Informa Markets Art, LLC does not guarantee requested booth placements and/or specific fair configuration. Informa Markets Art, LLC reserves the right to make changes in booth assignments and/or fair configuration at any time. All booth placements and fair design are at the sole discretion of Informa Markets Art, LLC.
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BOOTH PLACEMENT. Informa Markets Art, LLC does not guarantee requested booth placements and/or specific fair configuration. Art Miami reserves the right to make changes in booth assignments and/or fair configuration at any time. All booth placements and fair design are at the sole discretion of Informa Markets Art, LLC. Your gallery is entitled to 15 Platinum VIP Passes (valid for two people) for your best clients. You must submit contacts or purchase the Passes in order to invite your guests. n Check here to agree to supply client contact details to our bonded mailhouse 90 days prior to the Platinum VIP Preview. n Check here to purchase PVIP passes at a cost of $125 per pass. n Check here to decline to participate. n I agree to take part in the collaborative marketing efforts of the fair as defined in the exhibitor manual. We require a single pdf file of max 5MB in size for all info required below:
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BOOTH PLACEMENT. Placement in any of the desired choices is NOT GUARANTEED. Booth placement is determined by the HBAGC according to what it believes, in its sole discretion, will be in the best interest of the Show and the HBAGC. We will try not to place you near your competi- tion. Sponsors and companies that have the most booths will be given preference to their booth location. Once large booths are placed the remaining booth requests (those with 3 or less booths) will be placed in order by the earliest date that the HBAGC received the finalized contract along with payment.
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BOOTH PLACEMENT. While every effort will be made to ensure Talent is given the booth of her/his choice, Adultcon reserves the right to make changes to both Talent booth placement and the floor plan. Booths that are back-to-back with Exhibitor booths MUST keep the curtain wall between the booths closed during the entire show. A charge of $1,000 will be incurred by any Talent that violates this policy payable in cash immediately upon the violation or both booths will be closed & vacated with no compensation.
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BOOTH PLACEMENT. Placement in any of these choices is not guaranteed. Booth placement is determined by the HBAGC according to what it believes, in its sole discretion, will be in the best interests of the Show and the HBAGC. We will try not to place you near your competition. Companies that have the most booths will be given preference to their booth location.
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BOOTH PLACEMENT. While every effort will be made to ensure Exhibitor is given the booth(s) of his/her choice, Show Management reserves the right to make changes to both Exhibitor’s booth placement and the floor plan. Booths that are back-to-back with Talent booths MUST keep the drape wall between the booths closed during the entire show. A charge of $1,000 will be incurred by any Exhibitor that violates this policy payable in cash immediately upon the violation or both booths will be closed & vacated with no compensation.
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BOOTH PLACEMENT. Informa Markets Art, LLC does not guarantee requested booth placements and/or specific fair configuration. Art Miami reserves the right to make changes in booth assignments and/or fair configuration at any time. All booth placements and fair design are at the sole discretion of Informa Markets Art, LLC. Your gallery is entitled to 15 Platinum VIP Passes (valid for two people) for your best clients. You must submit contacts or purchase the Passes in order to invite your guests. ■ Check here to agree to supply client contact details to our bonded mailhouse 90 days prior to the Platinum VIP Preview. ■ Check here to purchase PVIP passes at a cost of $125 per pass. ■ Check here to decline to participate.
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Related to BOOTH PLACEMENT

  • Order Placement To place orders for the Trustee to create or redeem one or more Baskets, Authorized Participants must follow the procedures for creation and redemption referred to in Section 3 of this Agreement and the procedures described in Attachment A hereto (the “Procedures”), as each may be amended, modified or supplemented from time to time.

  • Initial Placement The issuance and sale by the Company of the Notes to the Initial Purchasers pursuant to the Purchase Agreement.

  • Private Placement Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

  • Terms of Placement Warrants Each Placement Warrant shall have the terms set forth in the Warrant Agreement.

  • No General Solicitation; Placement Agent’s Fees Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to the Placement Agent in connection with the sale of the Securities. The fees and expenses of the Placement Agent to be paid by the Company or any of its Subsidiaries are as set forth on Schedule 3(g) attached hereto. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent, neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.

  • Private Placements 1.3.1 In August 2019, the Company issued to Greenrose Associates LLC (the “Sponsor”) an aggregate of 4,312,500 Shares (the “Insider Shares”) in a private placement intended to be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the sale of the Insider Shares. The Insider Shares shall be held in escrow and subject to restrictions on transfer as set forth in the Escrow Agreement (as defined in Section 2.24.3 below). The Sponsor shall have no right to any liquidation distributions with respect to any portion of the Insider Shares in the event the Company fails to consummate any proposed initial merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination, or entering into contractual arrangements with one or more businesses or entities (“Business Combination”) within the required time period. The Sponsor shall not have conversion rights with respect to the Insider Shares nor shall the Sponsor be entitled to sell such Insider Shares to the Company in any tender offer in connection with a proposed Business Combination. If the Over-Allotment Option is not exercised by the Underwriters in full or in part, the Sponsor shall forfeit such number of Insider Shares, up to a maximum of 562,500 Insider Shares, as is necessary to maintain the Sponsor’s 20% beneficial ownership in the Company’s Common Stock after giving effect to the Offering and the exercise, if any, of the Underwriters’ Over-Allotment Option but excluding the issuance of the Private Units and the purchase of any shares in the Offering. 1.3.2 Simultaneously with the Closing Date, the Sponsor and the Representative (and/or their designees) will purchase from the Company pursuant to the Subscription Agreements (as defined in Section 2.24.2 below), (i) an aggregate of 200,000 Units and 100,000 Units, respectively (the “Private Units”) at a purchase price of $10.00 per Private Unit and (ii) an aggregate of 1,000,000 Warrants and 500,00 Warrants, respectively (the “Private Warrants”) at a purchase price of $1.00 per Private Warrant, in each case in a private placement (the “Private Placement”) intended to be exempt from registration under the Act. The terms of the Private Units and Private Warrants are as described in the Prospectus (as defined in Section 2.1.1 below). No underwriting discounts, commissions or placement fees have been or will be payable in connection with the Private Placement. The Sponsor and the Representative have also agreed that, in the event the Representative has exercised the Over-allotment Option, they will purchase up to 20,000 and 10,000 additional Private Units, respectively, and up to 100,000 and 50,000 additional Private Warrants, respectively, and the Company shall cause to be deposited an amount of additional proceeds from the sale of such additional Private Units and Private Warrants into the Trust Fund such that the amount of funds in the Trust Fund shall be $10.00 per Public Share sold in the Offering. The purchase price for the Private Units and Private Warrants shall have been delivered to CST&T or counsel for the Company or the Representative to hold in a separate escrow account at least twenty-four (24) hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

  • Subsequent Placements (a) Except for entering into a new credit agreement approved by the Company’s Board of Directors, for so long as Purchasers and/or their Affiliates hold at least 10% of the outstanding Common Stock (the “Subsequent Placement Period”), the Company will not, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or the Subsidiaries’ equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock or Common Stock Equivalents (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) unless the Company shall have first complied with this Section 4.4(a). (i) The Company shall deliver to each Purchaser a written notice (the “Offer”) of any proposed or intended issuance or sale or exchange of the securities being offered in a Subsequent Placement (the “Offered Securities”), which Offer shall (w) identify and describe the Offered Securities, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the Persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with Purchaser on the same terms as those set forth in the Subsequent Placement a portion of the Offered Securities based on such Purchaser’s pro rata percentage holdings of the outstanding Common Stock at the time of the Offer (the “Basic Amount”), and with respect to each Purchaser that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Purchasers as such Purchaser shall indicate it will purchase or acquire should the other Purchasers subscribe for less than their Basic Amounts (the “Undersubscription Amount”). (ii) To accept an Offer, in whole or in part, a Purchaser must deliver a written notice to the Company within ten (10) Trading Day(s) after receipt of the Offer, setting forth the portion of the Purchaser’s Basic Amount that such Purchaser elects to purchase and, if such Purchaser shall elect to purchase all of its Basic Amount, the Undersubscription Amount, if any, that such Purchaser elects to purchase (in either case, the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Purchasers are less than the total of all of the Basic Amounts, then the Purchaser who has set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), the Purchaser who has subscribed for any Undersubscription Amount shall be entitled to purchase on that portion of the Available Undersubscription Amount as the Basic Amount of such Purchaser bears to the total Basic Amounts of all Purchasers that have subscribed for Undersubscription Amounts, subject to rounding by the Board to the extent its deems reasonably necessary. (iii) The Company shall have sixty (60) Trading Days from the expiration of the period set forth in Section 4.4(a)(ii) above to issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Purchasers (the “Refused Securities”), but only upon terms and conditions (including, without limitation, unit prices and interest rates) that are not materially more favorable to the acquiring Person or Persons or materially less favorable to the Company than those set forth in the Offer. (iv) In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4.4(a)(iii) above), then each Purchaser may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that the Purchaser elected to purchase pursuant to Section 4.4(a)(ii) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to such Purchaser pursuant to Section 4.4(a)(ii) above prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event that any Purchaser so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to such Purchaser in accordance with Section 4.4(a)(i) above. (v) Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Purchasers shall acquire from the Company, and the Company shall issue to the Purchasers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4.4(a)(iv) above if the Purchasers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Purchasers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Purchasers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Purchaser and their respective counsel. (vi) Any Offered Securities not acquired by the Purchasers or other Persons in accordance with Section 4.4(a)(iii) above may not be issued, sold or exchanged until they are again offered to the Purchasers under the procedures specified in this Agreement. (b) The restrictions contained in paragraph (a) of this Section shall not apply to Excluded Stock.

  • Unit Private Placement On or prior to the Closing Date, (x) the Sponsor (and/or its designees) will purchase from the Company pursuant to a Sponsor Unit Purchase Agreement (as defined in Section 2.21.2) an aggregate of 317,500 units of the Company (the “Sponsor Placement Units’), and (y) the Representative (and/or its designees) will purchase from the Company pursuant to a Representative Unit Purchase Agreement (as defined in Section 2.21.2 below) an aggregate of 37,500 units of the Company (the “Representative Placement Units” and together with the Sponsor Placement Units, which units are identical to the Firm Units subject to certain exceptions (collectively, the “Placement Units”), at a purchase price of $10.00 per Placement Unit in a private placement (the “Unit Private Placement”) intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The terms of the Placement Units are as described in the Prospectus (as defined in Section 2.1.1). Simultaneously with the Option Closing Date (if any), the Sponsor will purchase from the Company pursuant to the Sponsor Unit Purchase Agreement, up to an additional 28,125 Placement Units and the Representative will purchase from the Company pursuant to the Representative Unit Purchase Agreement, up to an additional 5,625 Placement Units at a purchase price of $10.00 per Placement Unit in a private placement intended to be exempt from registration under the Act pursuant to Section 4(a)(2) of the Act or another available exemption. The purchase price for the Placement Units to be paid by the Sponsor and the Representative has been delivered to CST or counsel to the Company or the Representative to hold in a separate escrow account at least 24 hours prior to the date hereof so that such funds are readily available to be delivered to the Trust Account on the Closing Date or the Option Closing Date, as the case may be.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Private Placement Proceeds On the Closing Date, the Company shall cause to be deposited $4,500,000 of proceeds from the Private Placement into the Trust Account. On the Option Closing Date, if any, the Company shall cause to be deposited an amount of additional proceeds from the additional Private Warrants sold on the Option Closing Date into the Trust Account such that the amount of funds in the Trust Account shall be $10.10 per Public Share sold in the Offering.

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