Common use of Nature of the Offering Clause in Contracts

Nature of the Offering. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, you will act as the Company's exclusive underwriter (the "Underwriter" or "You") and will assist the Company in offering 1,000,000 Units (the "Offering") on a "firm commitment" basis. (b) The offering shall commence on the date designated by the Underwriter. (c) The Underwriter and any dealers with whom the Underwriter may associate shall deposit all funds received from purchasers of the Units into an account with the Clearing Broker. Such funds shall remain in said account until the Offering has been sold and shall then be disbursed to the Company in accordance with the terms of this Section 2. (d) [Reserved] (e) The Units are to be issued and sold at the gross price per share indicated in the Prospectus (the "Initial Price") . The Underwriter may from time to time thereafter change the offering price and other selling terms. (f) If the Offering is sold, payment for the Units sold in the Offering is to be made by the Clearing Broker by certified or bank cashier's check(s) drawn to the order of the Company, or by wire transfer of funds as the Representative shall elect, against delivery of such Units to the Underwriter. Such payment and delivery are to be made at the offices of the Clearing Broker, Jersey City, New Jersey time, on the fifth business day after the sale of the Offering or the termination of this offering, whichever is sooner, or at such other time, date and place not later than seven business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The certificates for the Units shall be in definitive form with engraved borders and shall be delivered in such denominations and registered in such names as the Underwriter requests in writing not later than the third full business day prior to the Closing Date, and shall be made available for inspection by the Underwriter at least one business day prior to the Closing Date at the offices of the Underwriter noted above. (As used herein, "business day" means a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in New Jersey are open for business and not permitted by law or executive order to be closed.) (g) Provided the Offering is sold, the Underwriter shall be entitled to a commission equal to ten percent (10%) of the gross amount raised through the sale of the Units and, in addition thereto, a nonaccountable expense allowance equal to three percent (3%) of the gross amount raised through the sale of the Units. On the Closing Date, the Representative shall deduct the commission, and the nonaccountable expense allowance from the proceeds received from the sale of the Units prior to transmitting payment to the Company and shall pay such amounts to the Underwriters by certified or bank cashier's check(s) drawn to the order of the Underwriter, or by wire transfer of funds as the Clearing Broker shall elect. To the date of this Agreement, the Company has advanced to the Underwriter the amount of $20,000, which will be credited against the nonaccountable expense allowance from the release of funds to the Company at the Closing. (h) The Underwriter shall have the right to associate with such other underwriters and dealers as the Underwriter may determine and shall have the right to grant to such persons such concessions out of the Underwriting discount to be received by the Underwriter as the Underwriter may determine, under and pursuant to a Master Selected Dealers Agreement in the form filed as an exhibit to the Registration Statement.

Nature of the Offering. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, you will act as the Company's exclusive underwriter (the "Underwriter" or "You") and will assist the Company in offering 1,000,000 100,000 Units (the "Firm Commitment Offering") on a "firm commitment" basis, and an additional 900,000 Units on a best efforts basis (the "Best Efforts Offering"). (jointly as the "Offering"). (b) The offering Offering shall commence on the date designated by the Underwriter. (c) The With respect to the firm commitment offering, the Underwriter and any dealers with whom the Underwriter may associate shall deposit all funds received from purchasers of the Units into an account with the Clearing Broker. Such funds shall remain in said account until the Firm Commitment Offering has been sold and shall then be disbursed to the Company in accordance with the terms of this Section 2. Funds in said account received with respect to the Best Efforts Commitment will be accepted or rejected by the Company within one (1) business day of receipt and will remain in said account not later than one (1) business day before being transferred to the Company less commissions and allowances set forth hereinafter not later than noon of the day following receipt of such funds. (d) [Reserved] (e) The Units are to be issued and sold at the gross price per share indicated in the Prospectus (the "Initial Price") . The Underwriter may from time to time thereafter change the offering price and other selling terms. (f) If the Offering is sold, payment Payment for the Units sold in the Offering is to be made by the Clearing Broker by certified or bank cashier's check(s) drawn to the order of the Company, or by wire transfer of funds as the Representative shall elect, against delivery of such Units to the Underwriter. Such payment and delivery are to be made at the offices of the Clearing Broker, Jersey City, New Jersey time, on the fifth business day after the sale Effective Date of the Offering or the termination of this offering, whichever is soonerOffering, or at such other time, date and place not later than seven business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The certificates for the Units shall be in definitive form with engraved borders and shall be delivered in such denominations and registered in such names as the Underwriter requests in writing not later than the third full business day prior to the Closing Date, and shall be made available for inspection by the Underwriter at least one two business day days prior to the Closing Date at the offices of the Underwriter noted above. (As used herein, "business day" means a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in New Jersey are open for business and not permitted by law or executive order to be closed.) (g) Provided With respect to the Offering is soldfirm commitment portion of the Offering, the Underwriter shall be entitled at closing to a commission equal to ten percent (10%) of the gross amount raised through the sale of the Units and, in addition thereto, a nonaccountable expense allowance equal to three percent (3%) of the gross amount raised through the sale of the Units. On the Closing Date, the Representative shall deduct the commission, and the nonaccountable expense allowance from the proceeds received from the sale of the Units prior to transmitting payment to the Company and shall pay such amounts to the Underwriters by certified or bank cashier's check(s) drawn to the order of the Underwriter, or by wire transfer of funds as the Clearing Broker shall elect. To the date of this Agreement, the Company has advanced to the Underwriter the amount of $20,0005,100, which will be credited against the nonaccountable expense allowance from the release of funds to the Company at the Closing. With respect to the best efforts portion of the Offering, the Underwriter shall be entitled at closing(s) to a commission equal to nine percent (9%) of the gross proceeds raised through the sale of the Units. The proceeds raised in said best efforts portion shall be transmitted to the Company not later than noon of the day following receipt of said proceeds. (h) The Underwriter shall have the right to associate with such other underwriters and dealers as the Underwriter may determine and shall have the right to grant to such persons such concessions out of the Underwriting discount to be received by the Underwriter as the Underwriter may determine, under and pursuant to a Master Selected Dealers Agreement in the form filed as an exhibit to the Registration Statement.

Nature of the Offering. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, you will act as the Company's exclusive underwriter (the "Underwriter" or "You") and will assist the Company in offering 1,000,000 100,000 Units (the "Firm Commitment Offering") on a "firm commitment" basis, and an additional 900,000 Units on a best efforts basis (the "Best Efforts Ofering"). (jointly as the "Offering"). (b) The offering shall commence on the date designated by the Underwriter. (c) The Underwriter and any dealers with whom the Underwriter may associate shall deposit all funds received from purchasers of the Units into an account with the Clearing Broker. Such funds shall remain in said account until the Firm Commitment Offering has been sold and shall then be disbursed to the Company in accordance with the terms of this Section 2. Funds in said account received with respect to the Best Efforts Commitment will be accepted or rejected by the Company within one (1) business day of receipt and will remain in said account not later than one (1) additional business day before being transferred to the Company less commissions and allowances set forth hereinafter. (d) [Reserved] (e) The Units are to be issued and sold at the gross price per share indicated in the Prospectus (the "Initial Price") . The Underwriter may from time to time thereafter change the offering price and other selling terms. (f) If the Offering is sold, payment Payment for the Units sold in the Offering is to be made by the Clearing Broker by certified or bank cashier's check(s) drawn to the order of the Company, or by wire transfer of funds as the Representative shall elect, against delivery of such Units to the Underwriter. Such payment and delivery are to be made at the offices of the Clearing Broker, Jersey City, New Jersey time, on the fifth business day after the sale Effective Date of the Offering or the termination of this offering, whichever is soonerOffering, or at such other time, date and place not later than seven business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The certificates for the Units shall be in definitive form with engraved borders and shall be delivered in such denominations and registered in such names as the Underwriter requests in writing not later than the third full business day prior to the Closing Date, and shall be made available for inspection by the Underwriter at least one business day prior to the Closing Date at the offices of the Underwriter noted above. (As used herein, "business day" means a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in New Jersey are open for business and not permitted by law or executive order to be closed.) (g) Provided the Offering is sold, the The Underwriter shall be entitled at closing to a commission equal to ten percent (10%) of the gross amount raised through the sale of the Units and, in addition thereto, a nonaccountable expense allowance equal to three percent (3%) of the gross amount raised through the sale of the Units. On the Closing Date, the Representative shall deduct the commission, and the nonaccountable expense allowance from the proceeds received from the sale of the Units prior to transmitting payment to the Company and shall pay such amounts to the Underwriters by certified or bank cashier's check(s) drawn to the order of the Underwriter, or by wire transfer of funds as the Clearing Broker shall elect. To the date of this Agreement, the Company has advanced to the Underwriter the amount of $20,000, which will be credited against the nonaccountable expense allowance from the release of funds to the Company at the Closing. (h) The Underwriter shall have the right to associate with such other underwriters and dealers as the Underwriter may determine and shall have the right to grant to such persons such concessions out of the Underwriting discount to be received by the Underwriter as the Underwriter may determine, under and pursuant to a Master Selected Dealers Agreement in the form filed as an exhibit to the Registration Statement.

Nature of the Offering. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, you will act as the Company's exclusive underwriter (the "Underwriter" or "You") and will assist the Company in offering 1,000,000 Units (the "Offering") on a "firm commitment" basis. (b) The offering shall commence on the date designated by the Underwriter. (c) The Underwriter and any dealers with whom the Underwriter may associate shall deposit all funds received from purchasers of the Units into an account with the Clearing Broker. Such funds shall remain in said account until the Offering has been sold and shall then be disbursed to the Company in accordance with the terms of this Section 2. (d) [Reserved] (e) The Units are to be issued and sold at the gross price per share indicated in the Prospectus (the "Initial Price") . The Underwriter may from time to time thereafter change the offering price and other selling terms. (f) If the Offering is sold, payment Payment for the Units sold in the Offering is to be made by the Clearing Broker by certified or bank cashier's check(s) drawn to the order of the Company, or by wire transfer of funds as the Representative shall elect, against delivery of such Units to the Underwriter. Such payment and delivery are to be made at the offices of the Clearing Broker, Jersey City, New Jersey time, on the fifth business day after the sale Effective Date of the Offering or the termination of this offering, whichever is soonerOffering, or at such other time, date and place not later than seven business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." The certificates for the Units shall be in definitive form with engraved borders and shall be delivered in such denominations and registered in such names as the Underwriter requests in writing not later than the third full business day prior to the Closing Date, and shall be made available for inspection by the Underwriter at least one business day prior to the Closing Date at the offices of the Underwriter noted above. (As used herein, "business day" means a day on which the New York Stock Exchange, Inc. is open for trading and on which banks in New Jersey are open for business and not permitted by law or executive order to be closed.) (g) Provided the Offering is sold, the Tthe Underwriter shall be entitled at closing to a commission equal to ten percent (10%) of the gross amount raised through the sale of the Units and, in addition thereto, a nonaccountable expense allowance equal to three percent (3%) of the gross amount raised through the sale of the Units. On the Closing Date, the Representative shall deduct the commission, and the nonaccountable expense allowance from the proceeds received from the sale of the Units prior to transmitting payment to the Company and shall pay such amounts to the Underwriters by certified or bank cashier's check(s) drawn to the order of the Underwriter, or by wire transfer of funds as the Clearing Broker shall elect. To the date of this Agreement, the Company has advanced to the Underwriter the amount of $20,000, which will be credited against the nonaccountable expense allowance from the release of funds to the Company at the Closing. (h) The Underwriter shall have the right to associate with such other underwriters and dealers as the Underwriter may determine and shall have the right to grant to such persons such concessions out of the Underwriting discount to be received by the Underwriter as the Underwriter may determine, under and pursuant to a Master Selected Dealers Agreement in the form filed as an exhibit to the Registration Statement.