Offering and Sale of Shares. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Sponsor hereby authorizes Soliciting Dealer to solicit purchasers for the Shares at the price to be paid and otherwise upon the other terms and conditions set forth in the Offering Circular and the Subscription Agreements (as defined below). Soliciting Dealer agrees to use its commercially reasonable efforts to procure purchasers for the Shares, including through efforts to market the Shares through the Platform, during the period commencing with the Effective Date (as defined below) and ending on the Termination Date (as defined below) (the “Offering Period”). The Sponsor’s affiliate RM Adviser, LLC (“RM Adviser”) will, subject to the provisions of Section 1(a) hereof, accept Subscription Agreements in accordance with RM Adviser’s standard policies and procedures. Soliciting Dealer acknowledges and understands that RM Adviser may accept or reject Subscription Agreements in its sole discretion. Nothing contained in this Section 1 will be construed to impose upon the Sponsor, RM Adviser, the Platform or their affiliates the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Offering Circular or to relieve Soliciting Dealer of the responsibility of complying with the rules of FINRA, or any other applicable governmental agency or self-regulatory organization.
Offering and Sale of Shares. (a) First Trust will not make any offer of Shares on the basis of any communications or documents relating to the Fund or Shares, except the Offering Materials, any other documents supplied or prepared by the Fund or the Investment Manager and delivered to First Trust by the Fund or the Investment Manager for use in making an offer of Shares, or any other materials expressly approved for such use by the Fund or the Investment Manager. The Fund and the Investment Manager shall not, and the Fund shall not permit the Sub-Adviser to, provide to any prospective investor or First Trust Client (as defined below) any Offering Materials that have not been approved by First Trust in writing for distribution to prospective investors or First Trust Clients; provided that such approval shall not reduce the Fund’s or the Investment Manager’s responsibility for the accuracy of such materials. First Trust shall not make any representations to any prospective investor or First Trust Client concerning the Fund or the Investment Manager other than those contained in the Offering Materials or in any promotional materials or sales literature furnished to First Trust by the Investment Manager. The Fund shall provide First Trust with reasonably advanced notice to review and comment on any amendment to the Fund’s Offering Materials. By way of example and not limitation, in the ordinary course of business the Fund shall provide First Trust any such amendment at least three (3) business days prior to filing such amendment. To the extent either the Fund or First Trust seeks to amend any provision in the Fund’s Registration Statement or Memorandum which pertains to First Trust; the distribution of the Shares; the applicable sales charge; the compensation or other payments, if any, paid by the Fund and/or First Trust to Intermediaries, other third-party broker-dealers or other parties in connection with the sale of a Fund’s Shares; or any distribution and/or service fee, First Trust and the Fund shall in good faith consult with each other regarding any of the foregoing to develop disclosure mutually acceptable to the parties. In the event the Fund and First Trust cannot agree on mutually acceptable disclosure, the Fund acknowledges that it may not be commercially reasonable for First Trust to solicit prospective investors for the Fund and that First Trust may have to stop soliciting prospective investors for the Fund until such time as the parties can agree on mutually acceptable disc...
Offering and Sale of Shares. (a) The Sub-Distribution Agent is hereby appointed by the Distributor as a non-exclusive selling agent for an indefinite period of time (the “Offering Period”) for the purpose of finding acceptable subscribers for Shares.
Offering and Sale of Shares. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Sponsor hereby authorizes Soliciting Dealer to solicit purchasers for the Shares at the price to be paid and otherwise upon the other terms and conditions set forth in the Offering Circular and the Subscription Agreements (as defined below). Soliciting Dealer agrees to use its commercially reasonable efforts to procure purchasers for the Shares during the period commencing with the Effective Date (as defined below) and ending on the Termination Date (as defined below) (the “Offering Period”). The Sponsor will, subject to the provisions of Section 1(a) hereof, accept Subscription Agreements in accordance with Sponsor’s standard policies and procedures. Soliciting Dealer acknowledges and understands that the Sponsor may accept or reject Subscription Agreements in its sole discretion. Nothing contained in this Section 1 will be construed to impose upon the Sponsor or Platform the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Offering Circular or to relieve Soliciting Dealer of the responsibility of complying with the rules of FINRA, or any other applicable governmental agency or self-regulatory organization.
Offering and Sale of Shares. The offering price of the Shares has been determined arbitrarily by the Company and is not the result of arm's-length negotiations. The undersigned has agreed to invest these funds in the Company in order to provide the Company with sufficient funds to cover legal and other fees estimated as necessary to bring the Company current with respect to its periodic filings with the Securities and Exchange Commission and to enable the Company to attract future capital in connection with a potential reverse merger of another company into the Company.
Offering and Sale of Shares. (a) The Underwriter is hereby appointed the exclusive Underwriter of the Company during the offering period specified in the Prospectus (the "Offering Period") for the purpose of finding acceptable subscribers for up to the Maximum number of Shares through a public offering. Subject to the performance by the Company of its obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties of the Company contained herein, the Underwriter hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to find acceptable subscribers for the Shares at a public offering price of $5.00 per Share. It is understood that the Underwriter's agreement to use its best efforts to find acceptable subscribers for the Shares shall not prevent it from acting as a Underwriter or underwriter for the securities of other issuers which may be offered or sold during the Offering Period. The agency of the Underwriter hereunder shall continue until the close of business on the later of the Offering Termination Date (as defined below) and the Closing Date, or such later date as the Underwriter and the Company shall agree upon (the date on which the Offering Period terminates being hereinafter referred to as the "Offering Termination Date"), including such additional period as may be required to effect the closing of the sale of the Shares. The Company will pay the Underwriter at Closing Time compensation in an amount equal to eight percent (8%) of the gross sales price of each Share sold. In addition, in the event the Minimum Shares are sold, the Company will pay to the Underwriter at Closing Time a Common Stock Purchase Warrant, in the form attached hereto as Annex A (the "Warrant"), for the purchase of shares of Common Stock at a purchase price of $5.00 per share. The number of shares of Common Stock purchasable under the Warrant (the "Warrant Shares") shall equal one (1) Warrant Share for every ten (10) Shares sold in the offering, up to a maximum of 100,000 Warrant Shares (assuming sale of the Maximum Shares). The Warrant shall be exercisable for a period of 5 years from the date of issuance.
Offering and Sale of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, we hereby appoint you as a selected dealer during the Offering Period to offer to potential investors in Bright in accordance with the terms of the Prospectus up to _______ Shares, and you agree to use your best efforts as selected dealer, promptly following the date of this Agreement (the "Effective Date"), to offer and sell such number of Shares to potential investors at the price and in accordance with the terms stated in the Prospectus. Notwithstanding anything to the contrary herein, you acknowledge that we may, in our discretion, provide written notice (a "Notice") to you reducing the number of Shares you may offer for sale hereunder at any time after ____________ __, 1999; provided, however, that we shall not reduce such number of Shares below the number of Shares for which you have received subscriptions from subscribers (the "Subscriptions") prior to your receipt of our Notice.
Offering and Sale of Shares. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, Ameriprise is hereby appointed a Soliciting Dealer of the Company during the term of this Agreement for the purpose of finding qualified subscribers for the purchase of the Shares for the account and risk of the Company. Subject to the performance by the Company and the Managing Dealer of all of their respective obligations to be performed hereunder and to the completeness and accuracy in all material respects of all the representations and warranties contained herein, Ameriprise hereby accepts such appointment and agrees on the terms and conditions herein set forth to use commercially reasonable efforts to find subscribers acceptable to the Company for the purchase of the Shares at a public offering price of $10 per Share or as otherwise stated in the Prospectus, each subscriber being required to subscribe for at least five hundred (500) Shares.
Offering and Sale of Shares. (a) Unless otherwise agreed in writing by the Placement Agent and Broker-Dealer, offers of Shares of a Fund will be made by Broker-Dealer only through and pursuant to the terms and conditions of the Fund's PPM and at the price described therein, including any amendment or supplement to the PPM.
Offering and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may offer and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s ordinary shares, par value CHF 0.05 per share (the “Ordinary Shares”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Ordinary Shares offered and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The offering and sale of Placement Shares through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to offer the Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form F-3 (File No. 333-266704), including a base prospectus, relating to certain securities, including the Ordinary Shares, to be offered and sold from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company has furnished to Cowen, for use by Cowen, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospe...
