Company Offerings Sample Clauses

Company Offerings. Axes Prime offers a variety of trading Services to clients and these include Derivatives, Forex, Commodities and much more as displayed on the Company website. You acknowledge that any loss or profit that may be brought about by unstable market conditions shall be at your own risk.
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Company Offerings. Except as set forth in Section 2.9(g) of the Seller Disclosure Schedule, the Company Offerings include all products and services that are marketed, sold or licensed primarily by the ECM Business.
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Company Offerings. Except as set forth on Section 2.21 of the Seller Disclosure Schedule, with respect to the ECM Business, no member of the Seller Group or McKesson has sold or committed in writing to sell, license, deliver or otherwise make available functionality of any software or other products, enhancements, or software-as-a-service offerings for which the development of such functionality had not been completed at the time of such sale, commitment or promise (excluding, for the avoidance of doubt, sales, commitments or promises relating to routine customizations of already developed functionality). Except as set forth on Section 2.21 of the Seller Disclosure Schedule, Seller Group is not a party to any license, contract or other agreement or commitment relating to Company Offerings the performance of which, to the Knowledge of Seller Group, includes services or development obligations beyond Seller Group’s reasonable ability to fulfill in the ordinary course of business with current resources included in the Purchased Assets. No claim is pending or, to the Knowledge of the Seller Group has been asserted since the Balance Sheet Date, against Seller Group or McKesson alleging injury to any Person or property, loss or corruption of data or impairment of system or application functionality as a result of the ownership, possession or use of any Company Offering, except for immaterial claims arising in the ordinary course of business, each of which has been resolved. Since the McKesson Transaction Closing Date, Seller Group has not issued any guarantee, warranty, performance level or service level commitment or otherwise committed to any obligation to defend or indemnify, in each case with respect to a Company Offering and beyond the applicable terms and conditions of the applicable contract or other agreement that has been made available to Purchaser. Seller Group has made available to Purchaser copies of its standard license, service or other agreements with respect to Company Offerings (containing applicable guarantee, warranty, performance criteria, and indemnity provisions, which may be modified from time to time on a case-by-case basis in the ordinary course of business). Neither Seller Group nor McKesson has been notified in writing since the McKesson Transaction Closing Date or, to the Knowledge of the Seller Group was notified in writing from January 1, 2016, to the McKesson Transaction Closing Date, of any claims for any returns, defects or bugs, warranty obligati...
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Company Offerings. Section 2.9(g) of the Seller Disclosure Schedule includes a complete and accurate list of the material Company Offerings.
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Company Offerings. If the Company shall register its securities under the Securities Act for sale to the public and the underwriter of such offering (or, if none, the Company's financial advisor) shall advise the Company that the availability of the Holders' registered Registrable Securities for public sale pursuant to the Shelf Registration Statement would, in the opinion of such underwriter or advisor, interfere with the successful marketing (including pricing) of the securities proposed to be registered by the Company, then (i) the Company shall promptly give to each Holder written notice of the Company's intended offering (which notice shall disclose whether such offering involves an underwriting and shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); (ii) the Holders shall not sell, transfer, pledge, hypothecate or otherwise dispose of their Registrable Securities without the prior written consent of the Company for a period designated by the Company, which period shall not begin more than fifteen (15) days prior to and not last more than 120 days after the effective date of the registration statement relating to the Company's securities; and
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Company Offerings. Schedule 3.12(a) accurately identifies and describes, as of the date hereof, each Company Offering.
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Company Offerings. If the Company shall register its securities under the Securities Act for sale to the public in an underwritten offering and the underwriter of such offering shall inform the Company that the availability of the Holders' registered Registrable Securities for public sale pursuant to the Shelf Registration Statement would adversely interfere with the successful marketing or pricing of the securities proposed to be registered by the Company, then (i) the Company shall promptly give to each Holder written notice of the Company's intended offering (which notice shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); (ii) the Holders shall not sell, transfer or otherwise dispose of their Registrable Securities without the prior written consent of the Company for a period designated by the Company, which period shall not begin more than fifteen (15) days prior to and not last more than 90 days after the effective date of the registration statement relating to the Company's securities, and (iii) the Company shall include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made by any Holder within ten (10) days after receipt of the written notice from the Company described above, subject to the following: (A) all Holders proposing to distribute their securities through such offering by the Company shall (together with the Company distributing its securities for its own account through such offering) enter into an underwriting agreement in customary form, with the underwriter or representative of the underwriters selected by the Company; and (B) notwithstanding any of the foregoing, if the underwriter or the representative of the underwriters informs the Company that inclusion of all or part of the Registrable Securities requested to be registered in the underwriting would adversely interfere with the successful marketing or pricing of the securities proposed to be registered by the Company, the underwriter or representative may limit or altogether exclude the number of Registrable Securities to be included in the registration and underwriting. If only a limitation is required, the Registrable Securities permitted to be included shall be allocated among the Holders in proportion, as nearly as pra...
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Related to Company Offerings

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Similar Offerings The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Third-Party Offerings Dell may offer Third-Party Products for use with the APEX Service through an online marketplace, or using Dell’s then-current Third-Party Product resale programs (e.g. “Extended Technologies Complete”, “Software & Peripherals (S&P)”). Third-Party Products that Distributor orders from Dell through these resale programs are referred to as “Third-Party Offerings”. Distributor may offer Third-Party Offerings to Reseller to offer to Customer for Customer’s use, at Distributor’s option, if available. If Distributor chooses to offer Third-Party Offerings to Reseller for Reseller to offer to Customer for Customer’s use, Distributor, Reseller, and Customer are responsible for complying with any terms applicable to the Third-Party Offerings, including any separate fees imposed by the provider of that Third-Party Offering (whether payable to Dell or directly to the third-party provider). Distributor agrees to comply with the standard license, services, warranty, indemnity, and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Distributor and the third-party manufacturer/supplier) for the Third Party Offering. Even if Dell invoices for them, Dell does not provide support services for Third-Party Offerings. Distributor must contact the applicable third-party directly for support. Third-Party Offerings are provided “AS IS”. Any warranty, damages or indemnity claims against Dell for Third-Party Offerings are expressly excluded. Dell may suspend or terminate provision and hosting of any Third- Party Offerings at any time, and that suspension or termination will not be deemed a material change to the APEX Service for the purpose of Clause 3.2 (Material Modifications).

  • Other Offerings The Company has not sold, issued or distributed any Securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Act, other than Securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

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