Company Offering. (a) If the Company proposes to offer (including, for this purpose, a registration effected by the Company for its shareholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities (including an “at-the market offering,” a “bought deal” or a “registered direct offering”) solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such offering (a “Company Offering”). Such notice shall specify, as applicable, the amount of Common Stock to be registered, the proposed filing date of the registration statement or applicable prospectus supplement and the proposed minimum offering price of the Common Stock, in each case to the extent then known. In the case of an offering under a shelf registration statement previously filed or to be filed by the Company pursuant to Rule 415 under the Securities Act, including where the Company qualifies as a WKSI, such notice shall be sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement or commencement of marketing efforts for such offering (and no later than five (5) days prior in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used). In the case of a Company Offering under a registration statement to be filed that is not a shelf registration statement, such notice shall be given sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement. Upon the written request of each Holder given within five (5) Business Days after such notice is given by the Company (except that each Holder shall have two (2) Business Days after the Company gives such notice to request inclusion of Registrable Securities in the Company Offering in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used), the Company shall, subject to the provisions of Subsection 2.3, as promptly as reasonably practicable cause to be registered or include in the prospectus supplement, as applicable, all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any offering initiated by it...
Company Offering. If (but without any obligation to do so) the Company proposes to conduct a public offering of any of its shares or other securities for its own account or that of others (other than an offering pursuant to an Excluded Registration), then the Company shall promptly (but in no event less than twenty (20) days prior to the anticipated pricing or trade date) give each Holder written notice (a “Piggyback Notice”) of such public offering. Such Piggyback Notice shall offer the Holders the opportunity to sell in such public offering such Holder’s Registrable Securities upon the written request of each Holder given within ten (10) days of the Company providing such notice in accordance with Section 3.8. The Company shall, subject to the provisions of Section 1.3(ii), include in such public offering all of the Registrable Securities that each such Holder has requested to be included therein.
Company Offering. The Parties acknowledge and agree that, following the Effective Date, the Company shall undertake a private or a public offering of Company Common Stock (the “Offering”), with the goal to raise approximately $10,000,000 in net proceeds to the Company from the investors therein (the “Investors”). The representations and warranties of the Company as set forth herein shall be deemed automatically updated as required as a result of the Offering and any issuance of shares of Company Common Stock to the Investors pursuant to the Offering.
Company Offering. The Company proposes to issue and to sell its limited liability company interests ("Interests") in accordance with a Confidential Memorandum issued by the Company, dated May 2007, as amended or supplemented from time to time (the "Confidential Memorandum").
Company Offering. The Parties agree that the Company will enter into the Underwriting Agreement only upon prior written approval from SBGC, and the Parties acknowledge and agree that SBGC is under no obligation to provide such approval and may determine not to do so for any reason or no reason in its sole discretion.
Company Offering. The separate offering of the Company Offered Shares shall have been effected in compliance with all applicable laws, including, without limitation, all federal and state securities laws. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, this Agreement may be terminated by you on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party, except as provided in Sections 5 and 9. Notwithstanding any such termination, the provisions of Section 7 shall remain in effect.
Company Offering. Subject to Section 4.7, each allotment, offering or issuance by the Company of any Company Security, including any resale by the Company of any Company Security previously redeemed or repurchased by the Company and held in treasury, shall, before being offered to any Third Party, be offered for sale by the Company to TAVF and Cavco (a “Company Offer”), pro rata on the basis of the number of Shares held by each such Shareholder as of the date of the Company Offer, and otherwise in accordance with this Article 4.
Company Offering. The Company covenants and agrees that any net proceeds from any Offering shall first be applied to fully redeem the obligations of Principal and accrued but unpaid Interest outstanding under the June Debentures. If the net proceeds from any such Offering are not sufficient to fully redeem all obligations of Principal and accrued but unpaid Interest outstanding under the June Debentures, then the Company shall apply all of the net proceeds of the Offering to redeem a pro rata amount of the June Debentures from each holder based on the principal amount of the June Debentures at that time outstanding. For the avoidance of doubt, the parties agree that no provision of this Letter Agreement shall constitute (i) a waiver of Buyers’ rights pursuant to Section 4(o) of the Securities Purchase Agreement or (ii) a consent for the incurrence by the Company of further additional Indebtedness (other than the New Company Debt pursuant to paragraph 2 above).
Company Offering. The Company is offering, on a private placement basis, units (the "Units" or also the "Securities"), whereby each Unit consists of one common share (the "Share" or "Shares" as the context requires or also the "Securities") and one non-transferable share purchase warrant (the "Warrant" or "Warrants" as the context requires) of its own issue, to eligible investors (such an investor who subscribes to this issue by this document is hereafter called the "Subscriber") at a price of $0.16 US per Unit. The Company offers, and the Subscriber accepts, the Units on the terms and conditions hereafter set forth. With each Unit subscribed, the Subscriber shall receive one Share and shall also receive a Warrant having the following characteristics:
Company Offering. The Company issues and sells its units of limited liability company interests ("Units") in accordance with the Company's prospectus, as amended or supplemented from time to time (the "Prospectus").
