Nature of the Transaction Sample Clauses

Nature of the Transaction. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date. 2.2 This offer is conditional upon, among other things, the Corporation obtaining a Passport Decision Document for the Final Prospectus from the Commissions in the Qualifying Jurisdictions, qualifying the distribution by the Corporation of the Units, the Over-Allotment Option and any Additional Common Shares and/or Additional Warrants to purchasers resident in each Qualifying Jurisdiction dated effective March 4, 2009, or such later date as the Lead Underwriters may agree, acting reasonably. The obligation of the Underwriters to purchase any Offered Securities shall, in addition to being subject to the other terms and conditions described herein, be conditional on the following steps having been taken within the time frames described below: (a) The Corporation shall file with the SEC, in form and substance satisfactory to the Underwriters, acting reasonably, and in accordance with the provisions of the U.S. Securities Act, an amendment to the Registration Statement which includes the Final Prospectus (with such additions and deletions as are permitted or required by Form F-10 and the applicable rules and regulations of the SEC) (the “U.S. Final Prospectus”) as soon as possible on March 4, 2009 but in any event not later than one Business Day thereafter or such other date as the Lead Underwriters may agree acting reasonably; (b) The Corporation shall, on or before March 5, 2009, file with the Reviewing Authority a preliminary base shelf prospectus (the “Preliminary Warrant Prospectus”), under NI 44-102 relating to the Warrant Shares and use its best efforts to obtain the issuance by the ...

Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Qualified Securities, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions and the United States. The Agent shall provide a copy of any marketing materials used in connection with the Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and the SEC as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered ...

Nature of the Transaction. Xxxx Xxxx Real Estate has agreed to provide a security over the use of the Land in favour of the Bank to secure the payment obligations of Tianshan Construction of the Revolving Loan Facilities of up to a maximum amount of RMB13.0 million (equivalent to approximately HK$15.6 million), which includes any accrued interest thereon, any penalty interests, any compound interest, any default in payment and compensation and any costs and expenses for enforcing the Land Use Charge. The Land is held by Xxxx Xxxx Real Estate as inventory. As at 31 October 2015, the carrying value of the Land amount to RMB7.4 million (equivalent to approximately HK$8.9 million). For the financial years ended 31 December 2013 and 2014, the net profit (both before and after taxation and extraordinary items) attributable to the Land was RMB58,000 (equivalent to approximately HK$70,000) and RMB63,000 (equivalent to approximately HK$76,000), respectively.

Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Vitol to Coffeyville, then Coffeyville shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of Coffeyville’s obligations under this Agreement, and shall be deemed to have granted to Vitol a first priority lien and security interest in such Crude Oil and all the proceeds thereof. Coffeyville hereby authorizes Vitol to file a UCC financing statement with respect to all Crude Oil, whether now owned or hereafter acquired, and all proceeds thereof. Notwithstanding the foregoing, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions evidenced by this Agreement be treated as sales of Crude Oil by Vitol to Coffeyville.

Nature of the Transaction. Xxxxxxx Software Company (“Xxxxxxx”) agrees to sell and license to the School District first named in this Agreement ("Customer"), and Customer agrees to purchase and license from Xxxxxxx, the products and services listed in this Agreement (collectively referred to as the "Destiny Solution" or “Solution”).

Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Gunvor to CVR, then CVR shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of CVR’s obligations under this Agreement, and shall be deemed to have granted to Gunvor a first priority lien and security interest in such Crude Oil and all the proceeds thereof.

Nature of the Transaction. Pursuant to the Financial Assistance Agreement, Tianshan Construction shall:

Nature of the Transaction. It is the intention of the parties that: (a) the Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for purposes of federal and all state and local income and transfer taxes and bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy insolvency, conservatorships and receiverships proceedings are based) purposes: (i) the Transaction constitutes a financing by Lessor and the Lenders to Lessee and preserves beneficial ownership in the Leased Property in Lessee, Lessee will be entitled to all tax benefits ordinarily available to owners of property similar to the Leased Property for tax purposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to Lessor and the Lenders, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to Lessor and the Lenders; (ii) to the extent the Transaction is deemed a financing, this Memorandum of Lease provides for a security interest or a Lien, as the case may be, in Lessee’s interest in the Mortgaged Property, including without limitation other Lessee Collateral, in favor of Lessor, and for the benefit of the Administrative Agent and the Lenders, to secure Lessee’s payment and performance of the Obligations; (iii) the Lease creates a Lien on and security interest in Lessee Collateral in favor of the Administrative Agent for the benefit of Lessor and the Lenders to secure Lessor’s payment and performance of its obligations under the Operative Documents; and (iv) the Lease is intended as a deed of trust on the Leased Property, notwithstanding the remedies in Section 13.1 of the Lease that are more customarily available to lessors of real property. Nevertheless, Lessee acknowledges and agrees that none of Lessor, the Administrative Agent or Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Transaction as it deems appropriate. (c) Specifically, without limiting the generality of clause (a) above, the parties hereto intend and agree that in the event of any insolvency, conservatorship or rec...

Nature of the Transaction. (a) Purchaser and -------------------------- Seller agree that the Purchase and Sale hereunder is a purchase of a business in its entirety as a going concern to be directed and operated by the Purchaser, and not an investment in securities although the transaction will be effectuated by a sale of the Shares for purposes of convenience and tax planning. (b) For purposes of the Securities Act Purchaser hereby acknowledges its understanding that the Shares are not registered under the Securities Act, or registered or qualified under any Blue Sky Laws, on the grounds that the offering, sale, issuance and delivery thereof is exempt from the registration and/or qualification requirements thereof, and that Seller's reliance on such exemption is predicated in part on the following covenants, agreements and acknowledgments of Purchaser. Purchaser hereby represents and warrants to and covenants and agrees with Seller that Purchaser: (i) is acquiring the Shares for its own account for investment purposes only, with no present intention of offering, selling, transferring, distributing or otherwise disposing of the same, any part thereof or any interest therein (subject, nevertheless, to any requirement of law that the disposition of its securities shall at all times be within its control), and (ii) will not offer, sell, transfer, distribute or otherwise dispose of the Shares except in compliance with the Securities Act and all applicable Blue Sky Laws.

Nature of the Transaction. Epic will acquire the Mission Stock from the Seller. In consideration of the sale of the Mission Stock by the Seller to Epic, Epic will deliver to Seller a non-recourse promissory note of Epic in the original principal amount of $150,000.00 (the "Epic Note"), with the principal balance accruing interest at the rate of seven percent (7%) per annum, all principal and accrued interest being due and payable upon the first anniversary of the closing of the Share Exchange. Epic's obligations under the Epic Note (and, as discussed below, Epic's performance upon the Seller's exercise of his put rights and Epic's performance upon its exercise of its call rights) shall be secured by the Mission Stock by means of a Pledge and Security Agreement in favor of the Seller. In addition, Epic will issue and deliver to Seller three hundred fifty thousand (350,000) shares of Series D Convertible Preferred Stock of Epic (the "Epic Preferred Stock"). The attributes of the Epic Preferred Stock shall include: (i) voting rights, only as required by the Nevada General Corporation law, (ii) no dividend rights, and (iii) certain conversion rights into shares of Epic's common stock (the "Epic Common Stock"). A form of Certificate of Designations, Preferences, and Rights governing the Epic Preferred Stock will be finalized by the parties using our respective best efforts in a manner standard for transactions of this nature and magnitude. All of the Epic Preferred Stock shall be validly issued, duly paid, non-assessable, and free and clear of any liens and/or encumbrances. The Epic Preferred Stock shall be issued pursuant to Section 4(2) of the Securities Act of 1933 and shall be subject to the restrictions on transfer as set forth in Rule 144 as promulgated by the Securities and Exchange Commission.