NOTICE OF COMPANY OFFERINGS OUTSIDE OF UNITED STATES Sample Clauses

NOTICE OF COMPANY OFFERINGS OUTSIDE OF UNITED STATES. If at any time or from time to time during the Registration Rights Period the Company shall determine to sell outside the United States any of its Ordinary Shares for its own account for cash (excluding, for the avoidance of doubt, any transaction which, if effected in the United States would fall within the transactions described in SECTION 2.1(a) - (d) of this Agreement), the Company will give written notice (the "Company Notice"), at its expense, to U.S. Holders of its intention to do so at least fifteen (15) days prior to the date on which such offering is to commence. If any U.S. Holder desires to dispose of all or part of his Registrable Shares, he may request that the number of Ordinary Shares to be sold by the Company is decreased by thirty percent (30%) in the aggregate and that such offering instead include a like number of Registrable Securities; PROVIDED, HOWEVER, that in no event shall any individual U.S. Holder be permitted to sell any shares pursuant to this SECTION 10.1 which are in excess of the maximum number of Registrable Shares then owned by such U.S. Holder) in connection with Company's offering by delivering to the Company, within ten (10) days after receipt of the Company Notice, written notice of such request (the "U.S. Holders Notice") stating the number of shares of Registrable Shares to be disposed of by such U.S.
Sample 1
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NOTICE OF COMPANY OFFERINGS OUTSIDE OF UNITED STATES. If at any time or from time to time during the Registration Rights Period the Company shall determine to sell outside the United States any of its Ordinary Shares for its own account for cash (excluding, for the avoidance of doubt, any transaction which, if effected in the United States would fall within the transactions described in SECTION 2.1(A) - (D) of this Agreement), the Company will give written notice (the "Company Notice"), at its expense, to U.S. Holders of its intention to do so at least fifteen (15) days prior to the date on which such offering is to commence. If any U.S. Holder desires to dispose of all or part of his Registrable Shares, he may request that the number of Ordinary Shares to be sold by the Company is decreased by thirty
Sample 1

Related to NOTICE OF COMPANY OFFERINGS OUTSIDE OF UNITED STATES

  • Securities Law Notice In compliance with South African securities laws, the Employee acknowledges that the documents listed below are available for review at the web addresses listed below:

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Notice of Commission Stop Orders The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.

  • Opinion of Company Counsel On each Closing Date, there shall have been furnished to you, as Representative of the several Underwriters, the opinions of (i) Xxxx Xxxxxxxx LLP, counsel for the Company, and Xxxxxx Xxxxxxx Xxxxx & Bear, LLP, intellectual property counsel for the Company, dated such Closing Date and addressed to you, in form and substance satisfactory to you.

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Notice of Sole Control If at any time the Secured Party delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Exhibit A hereto (a “Notice of Sole Control”), the Financial Institution agrees that after receipt of such notice, it will take all instructions with respect to the Collateral Accounts solely from the Secured Party and shall not comply with instructions or entitlement orders of any other person.

  • Regulation D Offering/Legal Opinion The offer and issuance of the Securities to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On the Closing Date, the Company will provide an opinion reasonably acceptable to the Subscribers from the Company's legal counsel opining on the availability of an exemption from registration under the 1933 Act as it relates to the offer and issuance of the Securities and other matters reasonably requested by Subscribers. A form of the legal opinion is annexed hereto as Exhibit D. The Company will provide, at the Company's expense, such other legal opinions, if any, as are reasonably necessary in each Subscriber’s opinion for the issuance and resale of the Common Stock issuable upon conversion of the Notes and exercise of the Warrants pursuant to an effective registration statement, Rule 144 under the 1933 Act or an exemption from registration.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.

  • Company Counsel Legal Opinion Cowen shall have received the opinions of Company Counsel required to be delivered pursuant to Section 7(n) on or before the date on which such delivery of such opinion is required pursuant to Section 7(n).

  • No Suspension of Trading in or Notice of Delisting of Common Stock Trading in the Common Stock shall not have been suspended by the Commission, the Trading Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Stock on the Trading Market shall be terminated on a date certain (unless, prior to such date certain, the Common Stock is listed or quoted on any other Eligible Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

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