Offer and Sale of Interests Sample Clauses

Offer and Sale of Interests. The offer and sale of Interests is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Interests by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act (“Regulation D”). As used in this Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the 0000 Xxx. The Agent shall not have any rights or obligations in connection with the offer and sale of Interests contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Agent be obligated to purchase Interests for its own account or for the accounts of its customers.
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Offer and Sale of Interests. The offer and sale of Interests is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Interests by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act (“Regulation D”). As used in the Sub-Placement Agency Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the 1933 Act. The Sub-Placement Agent shall not have any rights or obligations in connection with the offer and sale of Interests contemplated by the Sub-Placement Agency Agreement, except as expressly provided in the Sub-Placement Agency Agreement. In no event shall the Sub-Placement Agent be obligated to purchase Interests for its own account or for the accounts of its customers.
Sample 1
Offer and Sale of Interests. (a) Pursuant to the Memorandum, the Fund is offering Interests. Interests will be offered initially through such date as the Fund determines. After the initial closing of the offering of the Interests to a party other than Goldman Sachs Hedge Fund Strategies LLC or The Goldman Sachs Xxxxx, Xxx. (the "Initial Closing Date"), Interxxxx xxll be offered for sale at such other times as the Fund, in its sole discretion, may allow. Interests will be offered, subject to the minimum commitment per subscriber ("Subscriber"), as set forth in the Memorandum. The capital contribution of any Subscriber whose subscription is accepted by the Fund shall be made as provided in the Fund's form of the subscription agreement (the "Subscription Agreement"). (b) Each Subscriber will be required to deliver a completed Subscription Agreement to the Fund at the address specified therein. No prospective purchaser shall have the right to purchase any Interests until the Subscription Agreement shall have been accepted by the Fund. The Fund may reject any Subscription Agreement for any reason. The Fund and the Placement Agent agree that Interests may only be offered and sold to Qualified Investors. (c) Affiliates of the Placement Agent may purchase Interests for their own account as principal, although they will be under no obligation to do so. (d) Unless the Fund and/or the Interests have been registered for public sale under the laws of a relevant jurisdiction, neither the Placement Agent nor the Fund, nor any person acting on behalf of either, including any affiliate or sales or marketing agent, will offer to sell, offer for sale or sell the Interests by means of any (i) form of general solicitation or general advertising, (ii) advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (iii) seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (e) Offers of the Interests will be made by the Placement Agent, and any person acting on its behalf, including any affiliates or sales or marketing agent, only through the Memorandum and other documents mutually agreed upon between the Placement Agent and the Fund. (f) The Placement Agent, and any person acting on its behalf, including any affiliate or sales or marketing agent, will comply with all applicable provisions of law with respect to anything done by it in relation to the Interests; and neith...
Sample 1
Offer and Sale of Interests 
Sample 1

Related to Offer and Sale of Interests

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of Notes (a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase and the Company agrees to sell and issue to each Purchaser at the Closing (as defined below) the principal amount of Notes of the Company as is set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The Notes issued to the Purchasers pursuant to this Agreement (including any notes issued at the Initial Closing and any Additional Notes, as defined below) shall be referred to in this Agreement as the “Notes.” Each Note shall be in the form attached hereto as Exhibit A hereto. (b) The initial purchase and sale of the Notes shall take place remotely via the electronic exchange of documents and signatures on the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the tenth Business Day following the date hereof (such initial closing is referred to herein as the “Initial Closing”). (c) After the Initial Closing, the Company may sell, in one or more closings and on the terms and conditions contained in this Agreement, Notes in the aggregate principal amount of up to $6,000,000 (collectively, the “Additional Notes”), to one or more purchasers (the “Additional Purchasers”) reasonably acceptable to the Company, provided that (A) such subsequent sale is consummated prior to October 1, 2020 (the “Termination Date”), or such date as the Company and a Majority in Interest may mutually agree upon; and (B) each Additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to each of the Transaction Documents. Signature pages shall be added to this Agreement to reflect the amount of Additional Notes purchased at each such closing (an “Additional Closing” and together with the Initial Closing, each, a “Closing”) and the parties purchasing such Additional Notes. (d) At each Closing, the payment by a Purchaser of such Purchaser’s Subscription Amount may be made via wire transfer or a certified check in immediately available funds to the Company.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Sale of Interest No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

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