Method of Offering. We authorize you to manage the underwriting and the offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale of the Securities, including without limitation the following, as you in your sole discretion deem appropriate or desirable:
(a) To determine the time of the initial public offering of the Securities, the initial public offering price and the Underwriters' gross spread and whether to purchase any Option Securities and the amount, if any, of Option Securities to be so purchased.
(b) To make any changes in the initial public offering price or other terms of the offering.
(c) To make changes in those who are to be Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent except as provided herein or in the Underwriting Agreement.
(d) To determine all matters relating to advertising and communications with dealers or others.
(e) To reserve for sale and to sell and deliver to institutions or other retail purchasers, for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions under the Underwriting Agreement, except for such sales for the account of a particular Underwriter designated by such a purchaser.
(f) To reserve for sale and to sell and deliver to dealers (who may include any of the Underwriters), for our account, such of our Securities (including any Securities purchased from the International Managers pursuant to the Agreement Between U.S. Underwriters and International Managers) as you may determine at the initial public offering price, less a selling concession not in excess of the selling concession set forth in the Invitation, pursuant to the X.X. Xxxxxxx & Sons, Inc. Master Dealers Agreement dated September 1998; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the NASD) or dealers with their principal place of...
Method of Offering. Participation Agreements and Investment Fund interests may be offered by FAME and the Program Distributor’s registered sales agents. Certain officers and employees of FAME may, in the course of their official duties and without compensation, offer and sell Participation Agreements and Investment Fund interests without registering with the SEC as a broker-dealer. A Participant whose Accounts are established as a result of an offer by FAME will be considered a broker-dealer customer of the Program Distributor to the extent required by law. To comply with Rule 15c2-12(b)(5) of the SEC promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), FAME has executed a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) for the benefit of Participants. Under the Continuing Disclosure Certificate, FAME will provide certain financial information and operating data (the “Annual Information”) relating to the Program, and FAME will provide notices of the occurrence of certain enumerated events set forth in the Continuing Disclosure Certificate, if material. The Annual Information will be filed by or on behalf of the Program with the Electronic Municipal Market Access system (the “EMMA System”) maintained by the Municipal Securities Rulemaking Board (the “MSRB”) and with any Maine information depository. Notices of certain enumerated events will be filed by or on behalf of the Program with the MSRB and with any Maine information depository. The respective directors, officers, members and employees of FAME shall have no liability for any act or failure to act under the Continuing Disclosure Certificate. FAME reserves the right to modify its provisions for release of information pursuant to the Continuing Disclosure Certificate to the extent not inconsistent with the valid and effective provisions of Rule 15c2-12.
Method of Offering. Unless otherwise agreed by the applicable Agent and the company, all Notes purchased during a Weekly Offering (as defined below) shall be purchased by such Agent as principal. On the first Business Day of any week in which the Company is interested in offering and selling Notes through an Agent, the Company will advise such Agent of the interest rates and other terms on which it is willing to sell Notes of one or more maturities. During such week, such Agent will solicit offers to purchase the Notes upon the terms specified by the Company. Each offer conforming to the terms of the then applicable postings (as defined below) to purchase Notes received during such week, until 2:00 p.m. (New York City time) on the last Business Day of such week, as evidenced in an appropriate electronic recordation on such Agent’s computerized trade confirmation system (or similar trade recordation system maintained by or on behalf of the Agent) shall be deemed to be accepted by the Company when so evidenced, up to any applicable maximum principal amount of Notes specified by the Company for such week. Notwithstanding the foregoing, the Company may, at any time, suspend or terminate any such offering of Notes, or may, at any time, change the interest rate or other offered terms with respect to the Notes; provided, however, that no such suspension, termination or change will affect any offer to purchase Notes previously accepted or deemed to be accepted by the Company as aforesaid. Unless otherwise agreed by the Company and such Agent, on the last Business Day of such week such Agent shall purchase Notes, as principal, in an amount equal to the total of the offers so accepted or deemed accepted by the Company during such week. Each Offering of Notes as described in this paragraph is referred to as a “Weekly Offering.” The Company may also accept offers to purchase notes otherwise than pursuant to a Weekly Offering (a “Negotiated Offering”).
Method of Offering. We authorize you to manage the underwriting and the public offering of the Securities and to take such action in connection therewith and in connection with the purchase, carrying and resale desirable: (a) To determine the time of the initial public offering of the Securities, and the initial public offering price and the Underwriters' gross spread and whether to purchase any Additional Securities and the amount, if any, of Additional Securities to be purchased; (b) To make any changes in the public offering price or other terms of the offering; (c) To make changes in those who are to Underwriters and in the respective amounts of the Firm Securities to be purchased by them, provided that our original underwriting commitment shall not be changed without our consent; (d) To determine all matters relating to advertising and communications with dealers or others; (e) To reserve for sale and to sell to institutions or other retail purchasers, for our account, such of our Securities as you may determine; provided, however, that such reservations and sales shall be made for the respective accounts of the several Underwriters as nearly as practicable in their respective underwriting proportions, except for such sales for the account of a particular Underwriter designated by such a purchaser; (f) To reserve for sale and to sell to dealers, for our account, such of our Securities as you may determine; provided, however, that such dealers shall be actually engaged in the investment banking or securities business and shall be either members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or dealers registered as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 (the "1934 Act") who agree to make no sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein; and provided, further, that each dealer shall agree to comply with the provisions of Section 24 of Article 111 of the Rules of Fair Practice of the NASD, and each foreign dealer who is not a member of the NASD also shall agree to comply with the NASD's interpretation with respect to free-riding and withholding, to comply, as though it were a member of the NASD, with the provisions of Sections 8 and 36 of Article 111 of such Rules of Fair Practice, and to comply with Section 25 of Article 111 thereof as that Section applies to a nonmember foreign dealer; (g) To apportion such sales to deal...
Method of Offering. Shares And Rights To Purchase Stock................................................. 14 6. Additional Limitations On Purchases Of Conversion Stock................................................
Method of Offering. The number of New Equity Warrants described below will be allotted to each of the following investment vehicles through third party allotment: TPG Izumi, L.P.: 64,645 TPG Izumi AIV 6, L.P.: 17,920 TPG Izumi AIV 1, L.P.: 4,935
Method of Offering. 1. The Underwriters shall conduct a primary offering of the Beneficiary Certificates as follows:
(1) Number of units of beneficiary certificates to be offered: 1,520,000 units (2) Offer price: [TBD] yen per unit (3) Subscription period: From September 20, 2017 to September 25, 2017 (4) Subscription unit of beneficiary certificates: Increments of 100 units (5) Delivery date: September 29, 2017 (6) Listing date: Same as above
2. The Underwriters shall collect an xxxxxxx money deposit equal to the offer price set out in the preceding paragraph for each unit from subscribers when subscribers subscribe for acquisition of the Beneficial Certificates and shall apply the amount equivalent to the Underwriting Price to the payment of the Shares on or before September 26, 2017 (the “Payment Date”), and the difference between the offer price and the Underwriting Price shall be the proceeds of the Underwriters. No interest will accrue on the xxxxxxx money deposit.
Method of Offering. Participation Agreements and Units may be offered by FAME pursuant to a Selling and Services Agreement between the Direct Series Distributor and Xxxxxxx. Certain officers and employees of FAME may, in the course of their official duties and without compensation, offer and sell Participation Agreements and Units without registering with the SEC as a broker-dealer. To comply with Rule 15c2-12(b)(5) of the SEC promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), FAME has executed a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) for the benefit of Participants. Under the Continuing Disclosure Certificate, FAME will provide certain financial information and operating data (the “Annual Information”) relating to the Program, and FAME will provide notices of the occurrence of certain enumerated events set forth in the Continuing Disclosure Certificate, if material. The Annual Information will be filed by or on behalf of the Program with the Electronic Municipal Market Access system (the “EMMA System”) maintained by the Municipal Securities Rulemaking Board (the “MSRB”) and with any Maine information depository. Notices of certain enumerated events will be filed by or on behalf of the Program with the MSRB and with any Maine information depository. The respective directors, officers, members and employees of FAME shall have no liability for any act or failure to act under the Continuing Disclosure Certificate. FAME reserves the right to modify its provisions for release of information pursuant to the Continuing Disclosure Certificate to the extent not inconsistent with the valid and effective provisions of Rule 15c2-12.
Method of Offering. The underwriters will market the high yield bonds to large institutional investors in Europe and North America pursuant to US SEC Rule 144A and Regulation S, as is typical for this type of debt security. Balance Sheets Cash and Cash equivalents 10,489,177 144,837 Investment (TVN shares) 10,860,804 10,860,804 Other non-current assets 53,958 0 Trade payables 3,130 1,422 Accrued expenses 1,228,751 434,755 Intercompany payables 203,681 21,683 Share capital 18,152 18,152 Share premium 11,866,352 11,866,352 Profit brought forward 8,084,583 7,731,708 Dividend paid (9,068,431 ) [Form of Letter of X.X. Xxxxxx] • [September] 2003 The Shareholders TVN Sp. z o.o., 0 Xxxxxxxxxx Xxxxxx, 00-000 Xxxxxx Xxxxxx Ladies and Gentlemen: You have advised X.X. Xxxxxx Securities Ltd. (“JPM”) that International Trading and Investments Holdings S.A. Luxembourg (“ITI”) is considering acquiring SBS Broadcasting SA’s (“SBS”) 30.43% stake in TVN Sp. z o.o.(“the Company”) (the “Acquisition”). We understand that the total funding needs of ITI in connection with the Acquisition will be the Euro equivalent of US$145,000,000. We further understand that in order to finance the Acquisition, fund miscellaneous working capital needs and to pay related fees and expenses, TVN is considering causing the issue of up to €[•] million of senior or senior subordinated notes in the high yield market (“the Notes”) (the issue of the Notes together with the Acquisition being “the Transaction”). Following the Transaction, the only debt in the Company will be the Notes (as described above) and a maximum of $[•] million of funded debt under a bank credit facility. We are pleased to inform you that, based upon our knowledge of the Company, our review of the information provided to JPM to date, and our close relationship with both the Company and the ITI Group, we are highly confident in our ability to sell or place the Notes as described above, subject to the matters set forth in the following paragraph. Our view expressed above is based on the outline of the Transaction as currently contemplated, our understanding of the business, results of operations, financial condition and prospects of the Company after giving effect to the Transaction. Our view is also subject to, among other things: (i) agreement on the terms and conditions of the sale of the Notes and all existing debt of the Company, if any, and all related documentation being reasonably satisfactory in form and substance to JPM; (ii) the execution and...
Method of Offering. A. The General Partners are hereby authorized to raise capital for the Partnership by offering and selling to the public not more than sixteen thousand (16,000) Units, and by admitting the purchasers of said Units as Limited Partners in the Partnership. No sale of Units shall be consummated unless the Partnership has received subscriptions for the purchase of at least one thousand two hundred and fifty (1,250) Units. Pending the receipt of subscriptions for not less than one thousand two hundred and fifty (1,250) Units, all subscription proceeds shall be kept by the General Partners separate and apart from all other funds, and shall be deposited in an interest-bearing escrow account. At such time as subscriptions for not less than one thousand two hundred and fifty (1,250) Units have been received and accepted by the General Partners, the proceeds from such subscriptions may be utilized by the General Partners to pay expenses incurred in connection with the organization of the Partnership, the public offering and for such other proper Partnership purposes as the General Partners may determine. If for any reason whatsoever the Partnership does not receive subscriptions to purchase one thousand two hundred and fifty (1,250) or more Units, the General Partners shall terminate the offering and all monies theretofore deposited by each subscriber shall be promptly refunded in full to each subscriber.
B. Except as otherwise provided in Section 4.2A, the General Partners shall have sole and complete discretion in determining the terms and conditions of the public offering and sale of Units, and the General Partners are authorized and directed to do all things which they deem to be necessary, convenient, appropriate or advisable in connection therewith, including, but not limited to, the preparation and filing on behalf of the Partnership of a registration statement with the Securities and Exchange Commission and the securities commissions (or similar agencies or offices) of such jurisdictions as the General Partners shall determine, the payment of interest by the Partnership on subscribers' funds and Partners' Capital Contributions, the guarantee of an initial cash return to the limited Partners, and the execution or performance of agreements with dealer-managers and others concerning the marketing of Units on such basis and upon such terms as the General Partners shall determine.
