Offering and Sale of Shares Sample Clauses

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. (b) It is understood that the Sub-Distribution Agent may distribute Offering Materials to potential investors and to customers that have an account with the Sub-Distribution Agent or its Affiliates that may not be pre-qualified as eligible to invest in the Fund, provided that the Sub-Distribution Agent shall obtain appropriate representations from each customer as to its eligibility to invest in the Fund in connection with such customer’s subscription for Shares. Sub-Distribution Agent agrees that it will sell Shares only to its customers reasonably believed to qualify as “qualified clients” as that term is defined by Rule 205-3 under the Advisers Act. (c) It is understood that the Sub-Distribution Agent has no commitment with regard to the sale of the Shares other than to use reasonable efforts and its good faith judgment in soliciting investments in the Shares. It is understood that the Sub-Distribution Agent’s agreement to use reasonable efforts to find subscribers for Shares shall not prevent the Sub-Distribution Agent from acting as a selling agent or underwriter for the securities of other issuers, which may be offered or sold during the term hereof. (d) The Sub-Distribution Agent shall be under no obligation to continue to market the Shares if, in its sole judgment, it believes that doing so would be impracticable, uneconomical or inappropriate, in view of such considerations as it may feel relevant. (e) It is understood that the Sub-Distribution Agent intends to offer and sell Shares of the Fund solely to customers who subscribe for and hold such Shares through accounts for Xxxxxxx Xxxxx Personal Advisor or other managed account programs sponsored by the Sub-Distribution Agent or its affiliates (“Managed Account Program”) that are subject to an asset-based program fee (“Managed Account”). (f) In addition to the Sub-Distribution Agent’s distribution activities, the Sub-Distribution Agent shall perform the following services: (i) assisting prospective Customer Shareholders regarding their investment decisions; (ii) providing administrative, operational and infrastructure support for the selling of Shares and settlement of Fund transactions with Customer Shareholders, as may be mutually agreed; (iii) assisting in the enhancement of r...
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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.
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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...
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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.
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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.
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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...
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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. (b) Each prospective purchaser of Shares will be required to deliver a completed subscription application form to the Placement Agent in the form to be approved by the Placement Agent at the address specified therein. No prospective purchaser shall have the right to purchase any shares until the Placement Agent accepts the application form. The Broker-Dealer shall seek the written approval of the Placement Agent prior to initiating solicitation activities in a particular jurisdiction, which approval may be withheld in the Placement Agent's sole discretion. Further, the Broker-Dealer will cease solicitation activities with respect to the Shares in any jurisdiction, if so directed by the Placement Agent. The Placement Agent may limit the manner in which the Broker-Dealer offers for sale or solicits offers with respect to Shares of the Funds by establishing offering guidelines. (c) Broker-Dealer shall be responsible for compliance with all applicable rules and regulations relating to the offering and sale of Shares, including, without limitation, the rules and regulations of the Securities and Exchange Commission, the self-regulatory organizations of which Broker-Dealer is a member, and the various states having jurisdiction over Broker-Dealer. Without limiting the foregoing, Broker-Dealer shall conduct commercially reasonable due diligence with respect to the solicitation of Customers for the purchase of Shares, shall determine whether a Customer qualifies as an "accredited investor" as that term is defined in the Securities Act and regulations thereunder, and shall be responsible for all applicable anti-money laundering requirements with respect to Customer purchases of Shares.
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Offering and Sale of Shares 
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Related to Offering and Sale of Shares

  • 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.

  • Issuance 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 issue and sell through the Agent, shares of common stock (the “Placement Shares”) of the Company, par value $0.0001 per share (the “Common Stock”); provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which has been or will be 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 to issue Common Stock. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Placement Shares to be issued 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 (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act Regulations, is herein called the “Registration Statement.” The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such prospectus or prospectuses and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus (defined below) shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • 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.”

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

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