Generax Sample Clauses

Generax. Xxx Xxxxxxx xropxxxx to offer, through the Agent on a "best efforts basis", up to 100,000 units (the "Maximum Offering") consisting of four shares of 8% cumulative convertible preferred stock (the "Preferred Stock") and a warrant to Purchase two shares of the Company's common stock (the "Common Stock") for $4.00 per share (the "Units") at a price of $10.00 per Unit. The warrants shall terminate on the earlier of five years or 30 days after the Company notifies the holder that the closing price of the Common Stock has equaled or exceeded $5.50 per share for 20 consecutive days. One share of Preferred Stock will be convertible into one share of Common Stock. In addition, the Company may require conversion of the Preferred Stock when the closing price of the Common Stock equals or exceeds $10.00 per share for 15 consecutive trading days. The Company will file a registration statement on Form SB-2 covering the shares of Common Stock issuable upon conversion of the Preferred Stock or the exercise of the warrant within 60 days of the termination of the offering and will use its best efforts to have the registration statement declared effective as soon as practicable thereafter. In addition, the Company will grant "piggy-back" registration rights for the six months following the Closing. The investors and the Agent will agree to a lock-up period restricting the resale of the common stock registered on the Form SB-2 to the following schedule: no more than 50% of the shares during the 120 day period following the termination of the offering and an additional 50% of the shares on the 180th day following the termination of the offering. The lock-up period will expire in accordance with the foregoing schedule whether or not the registration statement has become effective. The Company and the investors will enter into a registration rights agreement containing terms and conditions customary for such agreements consistent with the terms hereof. On terms and conditions specified in this Agency Agreement (the "Agreement"), the Agent, for the compensation specified below, will provide the services specified in this Agreement to assist the Company in the Offering.
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  • 1General The Trustees, by vote of a majority of the Trustees then in office, may elect from their number an Executive Committee or other committees and may delegate thereto some or all of their powers except those which by law, by the Master Trust Agreement, or by these By-Laws may not be delegated. Except as the Trustees may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-Laws for the Trustees themselves. All members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any such committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its action to the Trustees. The Trustees shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

  • General Manager (i) The General Manager shall not at any time have been an employee of CSXT or NSR or any of their affiliates unless otherwise agreed to by both Operators, and shall be appointed by the CRC Board.

  • Business Development Provide advice and assistance in business growth and development of Party B. 业务发展。对乙方的业务发展提供建议和协助。

  • Stats Executive acknowledges and represents that the scope of such restrictions are appropriate, necessary and reasonable for the protection of the Company’s business, goodwill, and property rights. Executive further acknowledges that the restrictions imposed will not prevent Executive from earning a living in the event of, and after, termination, for whatever reason, of Executive’s employment with the Company. Nothing herein shall be deemed to prevent Executive, after termination of Executive’s employment with the Company, from using general skills and knowledge gained while employed by the Company.

  • Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

  • Business Development Company Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

  • Internet Services Transfer Agent shall make available to Fund and Shareholders, through its web sites, including but not limited to xxx.xxxxxxxxxxxxx.xxx (collectively, “Web Site”), online access to certain Account and Shareholder information and certain transaction capabilities (“Internet Services”), subject to Transfer Agent’s security procedures and the terms and conditions set forth herein and on the Web Site. Transfer Agent provides Internet Services “as is,” on an “as available” basis, and hereby specifically disclaims any and all representations or warranties, express or implied, regarding such Internet Services, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Transfer Agent shall at all times use reasonable care in performing Internet Services under this Agreement.

  • Transportation Management Tenant shall fully comply with all present or future programs intended to manage parking, transportation or traffic in and around the Building, and in connection therewith, Tenant shall take responsible action for the transportation planning and management of all employees located at the Premises by working directly with Landlord, any governmental transportation management organization or any other transportation-related committees or entities.

  • Marketing Services The Manager shall provide advice and assistance in the marketing of the Vessels, including the identification of potential customers, identification of Vessels available for charter opportunities and preparation of bids.

  • Print Name By: ------------------------------------------ Signature Title: --------------------------------------- (required for any purchaser that is a corporation, partnership, trust or other entity) EXHIBIT C AMYLIN PHARMACEUTICALS, INC. CERTIFICATE OF SUBSEQUENT SALE ChaseMellon Shareholder Services RE: Sale of Shares of Common Stock of Amylin Pharmaceuticals, Inc. (the "Company") pursuant to the Company's Prospectus dated _______________, 2000 (the "Prospectus") Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of shares of Common Stock of the Company included in the table of Selling Shareholders in the Prospectus, that the undersigned has sold the Shares pursuant to the Prospectus and in a manner described under the caption "Plan of Distribution" in the Prospectus and that such sale complies with all applicable securities laws, including, without limitation, the Prospectus delivery requirements of the Securities Act of 1933, as amended. Selling Shareholder (the beneficial owner): ----------------------------- Record Holder (e.g., if held in name of nominee): ----------------------- Restricted Stock Certificate No.(s): ------------------------------------ Number of Shares Sold: -------------------------------------------------- Date of Sale: ----------------------------------------------------------- In the event that you receive a stock certificate(s) representing more shares of Common Stock than have been sold by the undersigned, then you should return to the undersigned a newly issued certificate for such excess shares in the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you should place a stop transfer on your records with regard to such certificate. Very truly yours, By: ------------------------------------- Print Name: ----------------------------- Title: ---------------------------------- Dated: -------------------

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