Offer of Securities. Neither the Company nor anyone acting on its behalf has taken or will take any action that would subject the offer, issuance or sale of the Securities to the registration requirements of the Securities Act.
Offer of Securities. The offer by the Company of the Securities is exempt from registration under the 1933 Act.
Offer of Securities. Subject to the accuracy of Buyer's representations and warranties hereunder, the offer by the Company and ShellCo of the Securities is exempt from registration under the 1933 Act.
Offer of Securities. In order to participate as a member of a Group, you will be expected to sign and agree to be bound by the terms of this Master Agreement. Upon our release of the Securities to you, you may offer the Securities at the public offering prices, subject to the terms and conditions of the Master Agreement and of the Initial Wire and any Pricing Wires.
Offer of Securities. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell and the Selling Shareholder agrees to sell, in each case, severally and not jointly, to the Underwriter through the subasta de libro de órdenes, and the Underwriter agrees to purchase from the Company and the Selling Shareholder, at a purchase price equal to US$19.3320 per ADS, each representing 1,500 shares of Common Stock, the number of Securities set forth opposite the name of the Underwriter in in Schedule III hereto. The Underwriter proposes to offer the Securities for sale upon the terms and conditions set forth in the Prospectus.
Offer of Securities. Whenever any Stockholder is required to offer Securities for sale to other Stockholders pursuant to Section 4 hereof, the following procedures shall apply:
(a) The Stockholder proposing to make such a transfer (the "Transferor") shall deliver a written notice of the proposed transfer (the "Transfer Notice") to the Company and to each of the other Stockholders entitled to receive an offer to purchase under the provisions of this Agreement. The Transfer Notice shall contain a description of the proposed transaction and the terms thereof, including the number of Securities to be transferred, the name of each Person to whom or in favor of whom the proposed transfer shall be made (the "Transferee"), and a description of the consideration to be received by the Transferor upon transfer of the Securities which must be cash.
(b) At the same time as the delivery of the Transfer Notice, the Transferor shall deliver a written offer to sell to each of the other Stockholders entitled to receive such an offer under other provisions of this Agreement, a pro rata (in accordance with the percentage of Voting Shares then held by the other Stockholders) portion of the Securities offered for sale by the Transferor, as required under other provisions of this Agreement. Such offer to sell shall contain the same terms and conditions and shall be for the same consideration as described in the Transfer Notice.
(c) For a period of twenty-five (25) days after the offer described in (b) above is sent to Stockholders, each such Stockholder may, by written notice to the Transferor and to the Company, accept in whole or in part the offer to sell Securities. Such acceptance shall specify the amount of Securities to be purchased by such Stockholder and a proposed date for closing such purchase, which date shall not exceed sixty (60) days from the date the offer described in (b) above is sent to Stockholders. If any Stockholder does not accept the offer to purchase all of the Securities offered by the Transferor, the Transferor shall make one or more additional offers of the remainder of such Securities to Stockholders who have agreed to purchase all of the Securities previously offered to them by the Transferor. Such additional offer or offers shall be made for a period of ten (10) days to each of such Stockholders in the same ratio that the amount of Voting Shares which such Stockholder has agreed to purchase bears to the total amount of Voting Shares which all Stockholders to whom such a...
Offer of Securities. Except in the case of Excluded Securities (as hereafter defined), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock, (ii) any other equity security of the Company, (iii) any debt security of the Company that is a combination of debt and equity, (iv) any debt security of the Company that by its terms is convertible into or exchangeable for any equity security of the Company, or (v) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell to such Investor(s) such securities (the "Offered Securities"), at a price and on such other terms as shall have been specified by the Company in writing delivered to the Investor(s) (the "Offer"), which offer by its terms shall remain open for a period of twenty (20) days from the date it is delivered by the Company to such Investor(s).
Offer of Securities. The Company has been advised by you that you 2 propose to make an offering of the Securities on the terms and subject to the conditions and in the manner set forth in the Prospectus.
Offer of Securities. Subject to paragraph (H) below, if and whenever BE plc or any of the Subsidiaries or (at the direction or request of, or pursuant to any arrangements with, BE plc or any of the Subsidiaries) any other company, person or entity shall offer any Securities in connection with which offer Ordinary Shareholders as a class are entitled to participate in arrangements whereby such Securities may be acquired by them (except where the Conversion Factor falls to be adjusted under paragraph (B) (or would fall to be so adjusted if the relevant issue or grant was at a price less than 95 per cent. of the Current Market Price per Ordinary Share on the relevant Dealing Day) or paragraph (C) above) the Conversion Factor shall be adjusted by multiplying the Conversion Factor in force immediately before the making of such offer by the following fraction:
A – ( B – D ) where:
Offer of Securities. The Loans by the Lenders and the issuance ------------------- of the Notes, in each case, in accordance with the terms of this Agreement (a) are exempt from the registration requirements of the Securities Act and applicable state securities or blue sky laws and (b) do not require the qualification of an indenture under the Indenture Act. Neither the Borrower nor any financial advisor of the Borrower has directly or indirectly offered the securities to be purchased by the Lenders pursuant to this Agreement or any part thereof or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with any Person other than the Lenders. Neither the Borrower nor anyone acting on its behalf has taken or will take any action which would subject the issuance and sale of the Notes to the registration and prospectus delivery provisions of the Securities Act.
