Description of Offering and Securities Sample Clauses

Description of Offering and Securities. 2.1 The Issuer is offering (the "Offering") up to 8,000,000 Units at a price of US$0.05 per Unit, each comprised of a common share and one Warrant, for aggregate gross proceeds of up to US$400,000. Subject to the approval from the Exchange, the Issuer may, in its discretion, increase the size of the Offering. 2.2 Each Unit shall be comprised of: (a) one (1) common share of the Issuer (the "Shares"); and (b) one share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to acquire one (1) common share (a "Warrant Share") of the Issuer at a price of US$0.10 per Warrant Share until the date that is three years from the date of Closing of this Subscription Agreement. In the event that four months and one day after the closing date of the Offering or anytime thereafter, the volume weighted average closing price of the Issuer’s common shares on the Canadian National Stock Exchange (the “Exchange”), for a period of twenty (20) consecutive trading days exceeds $0.20, the Issuer may, within five (5) days after such an event, provide written notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is thirty (30) days after the date of the notice to such Warrant holders. 2.3 The Shares, Warrants and Warrant Shares are collectively referred to herein as the "Securities". 2.4 The completion of the Offering is subject to the following conditions: (a) the Exchange's conditional acceptance of the Offering on such conditions as may be acceptable to the Issuer, acting reasonably; (b) the receipt by the Issuer, as the case may be, from the Subscriber of any other documents required by Applicable Securities Laws which the Issuer requests; (c) the performance by the Subscriber of its covenants under this agreement; and (d) the truth, at the time of acceptance and as at Closing, of the Subscriber's representations and warranties under this agreement.
Sample 1
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Description of Offering and Securities. The Underwriting Group proposes to purchase from the Company a total of 1,200,000 Units ("Firm Units"), each Unit consisting of one share of Common Stock of the Company ("Share") and one Class A Common Stock Purchase Warrant. The Class A Common Stock Purchase Warrants will be referred to as "Class A Warrants" in this Agreement and in the Agreement Among Underwriters. The Representative, either on its own behalf or on behalf of the members of the Underwriting Group, will have an overallotment option to purchase up to an additional 180,000 Units ("Overallotment Units"), consisting of up to 180,000 Shares ("Overallotment Shares") and up to 180,000 Class A Warrants ("Overallotment Class A Warrants") to cover overallotments. Such Overallotment Units, Shares, and Overallotment Class A Warrants are collectively referred to herein as the "Overallotment Securities." Except as otherwise stated herein, the Firm Units and the Overallotment Securities are collectively referred to herein as the "Securities." The Company agrees to sell to the Underwriting Group all of the Firm Units, and the Company agrees to sell to the Representative all of the Overallotment Securities except for the Overallotment Shares which are sold to the Representative by Selling Shareholders. The Selling Shareholders have the right to sell to the
Sample 1
Description of Offering and Securities. 2.1 The Issuer is offering, on a brokered “best efforts” private placement basis (the “Offering”), up to 16,000,000 Subscription Receipts at a price of $0.25 per Subscription Receipt to raise aggregate gross proceeds of up to $4,000,000 pursuant to the Agency Agreement. The Agent shall have an over-allotment option to increase the size of the Offering by up to an additional 2,400,000 Subscription Receipts for gross proceeds of up to an additional $600,000. Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder thereof, one Underlying Share upon the satisfaction or waiver (to the extent such waiver is permitted) of the Conversion Condition at or before the Outside Date (as defined herein). 2.2 The Subscription Receipts shall be created and issued pursuant to a subscription receipt agreement to be entered into on the Closing Date (the “Subscription Receipt Agreement”) among the Issuer, the Agent and a licensed Canadian trust company or other escrow agent (the “Subscription Receipt Agent”) as may be acceptable to the Issuer and the Agent, acting reasonably. The specific attributes of the Subscription Receipts will be set forth in the Subscription Receipt Agreement, which provides, among other things, that each Subscription Receipt will entitle the holder thereof to receive, without any further action on the part of the holder and for no additional consideration, one Underlying Share in accordance with the terms and conditions of the Subscription Receipts, which are summarized in the Term Sheet, and subject to any adjustments in accordance with the Subscription Receipt Agreement. The Subscriber agrees to be bound by the terms and conditions set forth in this Subscription Agreement including without limitation the terms, representations, warranties, covenants, certifications and acknowledgements set forth in the applicable schedules and Forms attached hereto. The Subscriber further agrees, without limitation, that the Issuer and the Agent may rely upon the Subscriber’s representations, warranties, covenants, certifications and acknowledgements contained in such documents. The Subscription Receipt Agreement will provide that, at Closing, the Escrowed Funds will be delivered to the Subscription Receipt Agent, to be held in escrow pursuant to the terms of the Subscription Receipt Agreement. The Escrowed Funds will be held in escrow on behalf of such Subscribers b...
Sample 1
Description of Offering and Securities. 2.1 The Offering will be completed in two tranches. Under the first tranche, common shares of the Issuer will be offered at a price of $0.125. The first tranche Closing shall occur within 5 Business Days of the date of this Agreement. 2.2 Under the second tranche, units of the Issuer will be offered at a price equal to the greater of $0.125 and the 10 trading day VWAP prior to the date of the second tranche Closing. Each Unit under the second tranche closing will be comprised of one common share of the Issuer and one Warrant entitling the holder to purchase one Warrant Share at an exercise price equal to the 25% premium to the Second Tranche Issuance Price for a period of two years after the second tranche Closing. The Issuer has the right to accelerate the expiry date of the Warrants to be thirty (30) days following written notice to the holder if during the term the common shares of the Issuer close at or above a price that is double the Second Tranche Issuance Price on each trading day for a period of ten (10) consecutive trading days on the Exchange. The second tranche Closing shall be completed within 120 of the date of this Agreement. 2.3 The Offered Shares, Units and the Warrant Shares are also collectively referred to herein as the “Securities”. The Issuer may, in its discretion and subject to the approval of the Exchange, increase the size of the Offering and/or offer or sell additional securities concurrently with the Offering and/or the Issuer may, in the future in its sole discretion and without notice to the Subscriber, offer or sell additional securities. The Offering is not subject to any minimum aggregate offering and there can be no assurances that the Issuer will raise sufficient funds, through the Offering or otherwise, to meet its objectives.
Sample 1
Description of Offering and Securities. 2.1 Under the Offering, Units will be offered at $0.16 per Unit. Each Unit will be comprised of one common share of the Issuer and one Warrant entitling the holder to purchase one Warrant Share at an exercise price equal to $0.20 per share for a period of two years after Closing. The Issuer has the right to accelerate the expiry date of the Warrants to be thirty (30) days following written notice to the holder if during the term the common shares of the Issuer close at $0.32 per share on each trading day for a period of ten (10) consecutive trading days on the Exchange. 2.2 The common shares and Warrants comprising the Units, together with the Warrant Shares, are also collectively referred to herein as the “Securities”. The Issuer may, in its discretion and subject to the approval of the Exchange, increase the size of the Offering and/or offer or sell additional securities concurrently with the Offering and/or the Issuer may, in the future in its sole discretion and without notice to the Subscriber, offer or sell additional securities. The Offering is not subject to any minimum aggregate offering and there can be no assurances that the Issuer will raise sufficient funds, through the Offering or otherwise, to meet its objectives.
Sample 1
Description of Offering and Securities. 2.1 The Issuer is offering (the "Offering") up to 18,000,000 Units at a price of $0.07
Sample 1
Description of Offering and Securities. 2.1 The Issuer is offering (the “Offering”) up to 20,000,000 Units at a price of $0.10 per Unit for gross proceeds of up to $2,000,000. Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant entitles the holder thereof to purchase one Warrant Share at a price of $0.18 per Warrant Share for a period of 24 months from the date the Warrants are issued. Any unexercised Warrants shall automatically expire at the end of the period of 24 months from the date the Warrants are issued. 2.2 The Issuer may increase the size of the Offering at its sole discretion, subject to the receipt of the necessary regulatory approvals. The Offering is not subject to any minimum aggregate offering and there can be no guarantees that the Issuer will raise sufficient funds to meet its present or future objectives. 2.3 The completion of transactions contemplated in this Subscription is subject to the following conditions: (a) the Exchange’s conditional acceptance of the Offering on such conditions as may be acceptable to the Issuer, acting reasonably, and the Exchange’s acceptance of this Subscription; (b) the receipt by the Issuer from the Subscriber, in form and content satisfactory to the Issuer in its sole discretion, of any other documents required by the Exchange and Applicable Securities Laws which the Issuer requests; (c) the truth, at the time of acceptance and as at Closing, of the Subscriber’s representations and warranties under this agreement; and (d) the performance by the Subscriber of its covenants under this agreement.
Sample 1
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Description of Offering and Securities. 2.1. The Issuer is offering (the “Offering”) common shares (the “Shares”) at a price of USD$2.50 per Share. The Offering is not subject to any minimum aggregate offering and there can be no guarantees that the Issuer will raise sufficient funds to meet its objectives. 2.2. The Shares are also be referred to herein as the “Securities”. 2.3. The completion of transactions contemplated in this Subscription is subject to the following conditions: (a) the receipt by the Issuer from the Subscriber, in form and content satisfactory to the Issuer in its sole discretion, of any other documents required under Applicable Securities Laws which the Issuer requests; (b) the truth, at the time of acceptance and as at Closing, of the Subscriber’s representations and warranties under this agreement; and (c) the performance by the Subscriber of its covenants under this agreement. 2.4. This Subscription is intended to replace, in entirety, the subscription agreement of the Issuer executed by LQR House Inc. in November, 2023 for subscription of 9,600,000 Shares and total subscription price of USD$4,800,000 (the “Proceeds”). The Subscriber acknowledges and agrees that the Proceeds were irrevocably transferred for the sole and exclusive use of the Issuer as of November, 2023.
Sample 1
Description of Offering and Securities. 2.1 The Issuer is offering (the “Offering”) common shares (the “Shares”) at a price of CAD$0.70 per Share. Offering is not subject to any minimum or maximum aggregate offering and there can be no guarantees that the IsTsuheer will raise sufficient funds to meet its objectives. The Issuer may at any time, in its sole discretion, increase or decrease the size of the Offering. 2.2 The Shares are also be referred to herein as the “Securities”. 2.3 The completion of transactions contemplated in this Subscription is subject to the following conditions: (a) the receipt by the Issuer from the Subscriber, in form and content satisfactory to the Issuer in its sole discretion, of any other documents required under Applicable Securities Laws which the Issuer requests; 44195|4977869_1 (b) the truth, at the time of acceptance and as at Closing, of the Subscriber's representations and warranties under this agreement; (c) the performance by the Subscriber of its covenants under this agreement; and (d) acceptance of this Subscription by the Issuer.
Sample 1

Related to Description of Offering and Securities

  • Description of Offerings (a) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Fund and the Manager on any day (each, an “Offering Date”) that is a trading day for the exchange on which the Fund’s Shares are listed and primarily trade (the “Stock Exchange”) (other than a day on which the Stock Exchange is scheduled to close prior to its regular weekday closing time). Promptly after the Fund and the Manager have determined the maximum amount of the Shares to be sold by the Manager for any Offering Date, the Manager shall advise the Dealer of such amount, which shall not in any event exceed the amount available for issuance under the currently effective Registration Statement (as defined below). Subject to the terms and conditions hereof, the Dealer shall use its reasonable efforts to sell all of the Shares designated in accordance with the plan of distribution set forth in the Prospectus Supplement (as defined below). The gross sales price of the Shares sold under this Section 1(a) shall be the market price at which the Dealer sells such Shares. (b) Notwithstanding the foregoing, the Manager may instruct the Dealer by telephone (confirmed promptly by telecopy) not to sell the Shares if such sales cannot be effected at or above a price agreed to by the Fund and the Manager with respect to such Shares. In addition, the Manager may, upon notice to the Dealer by telephone (confirmed promptly by telecopy), suspend the offering of the Shares; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (c) The Dealer agrees not to make any sales of the Shares on behalf of the Manager pursuant to this Section 1, other than through transactions for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act. (d) The compensation to the Dealer, as a sub-placement agent of the Manager for each sale of the Shares pursuant to this Section 1, shall be the Applicable Selling Agent Commission with respect to the Shares sold, multiplied by the Gross Sales Proceeds, as further described in the Addendum to this Agreement. The remaining proceeds, after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Manager for such Shares (the “Net Proceeds”). (e) The Dealer shall provide written confirmation to the Manager following the close of trading on the Stock Exchange on each Offering Date setting forth for each sale the number of Shares sold, the time of sale, the Gross Sales Price per Share, the Net Proceeds, and the compensation payable by the Manager to the Dealer with respect to such sales. (f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the third business day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Dealer for settlement on such date shall be delivered by the Manager to the Dealer against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Dealer’s account at The Depository Trust Company in return for payments in same day funds delivered to the account designated by the Manager. If the Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Manager shall (A) hold the Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Manager and (B) pay the Dealer any commission to which it would otherwise be entitled absent such default. If the Dealer breaches this Agreement by failing to deliver proceeds on any Settlement Date for the Shares delivered by the Manager, the Dealer will pay the Manager interest based on the effective overnight Federal Funds rate. (g) In connection with this Agreement and the Offering, the Manager shall provide to the Dealer such certificates and other documents as the Dealer may reasonably request no more than once per calendar quarter relating to authorization, capacity, enforceability and compliance matters.

  • 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.

  • 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: (1) A Minimum Offering Notice; (2) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering and maintained by the sponsor; (3) Instruction Letter (as defined below); and (4) Such other certificates, notices or other documents as NCPS shall reasonably require. NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete. After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation: (1) Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS; (2) Instruction Letter (as defined above) from Issuer; and (3) Such other certificates, notices or other documents as NCPS shall reasonably require.

  • 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.

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Distribution of Offering Material The Fund has not distributed and, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, the Sales Material (as defined below) or other materials permitted by the 1933 Act, the 1940 Act or the Rules and Regulations.

  • Suspension of Offering Upon notice by the Company to any Xxxxx Family Party which has requested registration under this Section 1 that a negotiation or consummation of a transaction by the Company or any of its subsidiaries is pending or an event has occurred, which negotiation, consummation or event would require disclosure in the registration statement for the requested registration and such disclosure would, in the good faith judgment of the board of directors of the Company, be materially adverse to the business interests of the Company, and the nondisclosure of which in the registration statement would reasonably be expected to cause the registration statement to fail to comply with applicable disclosure requirements (a “Materiality Notice”), the Company may delay the filing (but not the preparation) of such registration statement (a “Suspension of Filing”). Upon the delivery of a Materiality Notice by the Company pursuant to the preceding sentence at any time when a registration statement has been filed but not declared effective, the Company may delay seeking the effectiveness of such registration statement (a “Suspension of Effectiveness”), and each Xxxxx Family Party named therein shall immediately discontinue any offers of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in such registration statement. Upon the delivery of a Materiality Notice by the Company pursuant to the first sentence of this Section 1(c) at any time when a registration statement has been filed and declared effective, each Xxxxx Family Party named therein shall immediately discontinue offers and sales of Shares under such registration statement until such Xxxxx Family Party receives copies of a supplemented or amended prospectus that corrects such misstatement or omission and notice that any post-effective amendment has become effective, or until it is advised in writing by the Company that offers under such registration statement may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the registration statement (a “Suspension of Offering;” a Suspension of Filing, a Suspension of Effectiveness and a Suspension of Offering are collectively referred to herein as, “Suspensions”). If so directed by the Company, each Xxxxx Family Party will deliver to the Company all copies (other than permanent file copies then in such Xxxxx Family Party’s possession) of any prospectus covering Shares in the possession of such Xxxxx Family Party or its agents current at the time of receipt of any Materiality Notice. In any 12-month period, the aggregate time of all Suspensions shall not, without the consent of a majority of the Xxxxx Family Holders (by number of Shares held), which consent shall not be unreasonably withheld, exceed 180 days. If interrupted by a Suspension of Offering, any 90-day period in respect of which the Company is required to maintain the effectiveness of a registration statement pursuant to Section 1(a) of this Agreement shall be extended by the number of days during which the Suspension of Offering was in effect. In the event of any Suspension of Offering of more than 30 days in duration prior to which the Xxxxx Family Parties have sold less than 75% of the Shares to be sold in such offering, the Xxxxx Family Parties shall be entitled to withdraw such registration prior to the later of (i) the end of the Suspension of Offering and (ii) three business days after the Company has provided the Xxxxx Family Parties written notice of the anticipated date on which the Suspension of Offering will end, and, if such registration is withdrawn, the related demand for registration shall not count for the purposes of the limitations set forth under clauses (ii) and (iii) of Section 1(a) or the comparable provisions under the Xxxxx Trusts Registration Rights Agreement.

  • Description of Units Subject to the terms hereof the Fund proposes to issue and to offer for sale an aggregate of 15,000,000 of its limited liability company member units (the “Units”), at a price of $10 per Unit through you and those licensed brokers, if any, designated by you.

  • 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 the shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons 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 shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (a) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; (b) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.

  • Purchase, Sale and Delivery of Offered Securities On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each Underwriter, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $[ ] per share, that number of Firm Securities (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Securities by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the office of Fenwick & West LLP, 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx at [ ] A.M., New York time, on [ ], 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of Optional Securities set forth opposite the name of such Selling Stockholder in Schedule B hereto and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions) indicated in such notice. Such Optional Securities shall be purchased from the Selling Stockholders for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Certificates in negotiable form or book-entry entitlements for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with Computershare Inc., as custodian (“Custodian”). Each Selling Stockholder agrees that the shares represented by the certificates or the book-entry entitlements held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody are to that extent irrevocable as provided in the Custody Agreement, and that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death of such Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, book-entry positions for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the [Custodian], at the above office of Fenwick & West LLP. The Optional Securities being purchased on each Optional Closing Date, or evidence of their issuance, will be made available for checking at the above office of Fenwick & West LLP at a reasonable time in advance of such Optional Closing Date.

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