Offering Statement. (a) The School Board agrees to deliver or cause to be delivered to the Underwriters, at such addresses as the Underwriters specify, as many copies of the final Offering Statement for the Series 2022B Certificates, dated the date hereof (including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto), executed on behalf of the School Board (the "Final Offering Statement") as the Underwriters reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule") and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board ("MSRB"). The School Board agrees to deliver the Final Offering Statement as soon as practicable after the date hereof but in any event within seven (7) business days after the date hereof (and no later than one (1) business day before the Closing), or in such shorter period of time as shall be requested by the Senior Manager to accompany any confirmation that requests payments from any customer and to comply with paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the MSRB.
(b) In accordance with the Rule and Rule G-32 of the MSRB, the Underwriters agree to file the Final Offering Statement with the MSRB at xxxx://xxxx.xxxx.xxx, in an electronic format as prescribed by the MSRB, not later than one (1) business day after receipt of the Final Offering Statement from the School Board and, in any event, no later than the date of the Closing. The Underwriters also agree to maintain such books and records as required by Rule G-8 of the MSRB with respect to the filing of the Final Offering Statement. The School Board hereby agrees and covenants to comply with the Disclosure Dissemination Agent Agreement dated the date of delivery of the Series 2022B Certificates (the "Disclosure Agreement") executed and delivered by the School Board and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent under the Disclosure Agreement, in connection with the issuance of the Series 2022B Certificates, in accordance with the instructions provided for such filing in the Disclosure Agreement, as amended from time to time.
(c) The Senior Manager will give the School Board notice of the date after which no "participating underwriter," as such term is defined in the Rule, remains obligated to deliver Final Offering St...
Offering Statement. The Offering will be made by Company solely pursuant to the Offering Statement, which at all times will be in form and substance reasonably acceptable to the Company and the Placement Agent and their respective counsel and contain such legends and other information as the Company and Placement Agent and their respective counsel, may, from time to time, deem necessary and desirable to be set forth therein. For purposes of this Agreement, "Offering Statement" means Company's offering circular filed with and qualified by the Securities and Exchange Commission (the "Commission") pursuant to a Form 1-A, inclusive of all annexes, and all amendments, supplements and appendices thereto. Other than any information provided by Aegis in writing specifically for inclusion in the Offering Statement, the Company will be solely responsible for the contents of its Offering Statement and any and all other written or oral communications provided by or on behalf of the Company to any actual or prospective investor of the Securities, and the Company represents and warrants that such materials and such other communications will not, as of the date of the offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If at any time prior to the completion of the offer and sale of the Securities an event occurs that would cause the Offering Statement (as supplemented or amended) to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company will notify Aegis immediately of such event and Aegis will suspend solicitations of the prospective purchasers of the Securities until such time as the Company shall prepare a supplement or amendment to the Offering Statement that corrects such statement or omission.
Offering Statement. The Company completed and timely filed the Offering Statement in compliance with the Securities Act and Regulation Crowdfunding. The Offering Statement is hereby incorporated herein by reference. The Company shall timely file and provide to Investor and FlashFunders all amendments to the Offering Statement and progress updates required to be filed pursuant to the Securities Act and/or Regulation Crowdfunding (including, without limitation, the amendments and progress updates described in Rules 203(a)(2) and 203(a)(3) of Regulation Crowdfunding).
Offering Statement. The decision of the Purchaser to tender this Subscription Agreement and acquire the Purchaser’s Securities has not been made as a result of any oral or written representation as to fact or otherwise made by or on behalf of the Co-operative or any other person other than as contained in the Offering Statement. The Purchaser is solely responsible for its own due diligence investigation of the Co-operative, its business and the merits and risks of its investment pursuant to this Subscription Agreement and the Offering Statement, and has relied only on the information contained in the Offering Statement in making the decision to subscribe for the Purchaser’s Securities hereunder;
Offering Statement. The Company will notify the Selling Agents promptly, and will, if requested, confirm such notification in writing: (i) when any amendment to the Offering Statement is filed; (ii) of any request by the Commission for any amendments to the Offering Statement or any amendment or supplements to the Final Offering Circular or for additional information; (iii) of the issuance by the Commission of any stop order preventing or suspending the qualification of the Offering Statement or the Final Offering Circular, or the initiation of any proceedings for that purpose or the threat thereof; (iv) of becoming aware of the occurrence of any event that in the judgment of the Company makes any statement made in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular untrue in any material respect or that requires the making of any changes in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular in order to make the statements therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company of any notification with respect to any suspension of the qualification or exemption from registration of the Shares for offer and sale in any jurisdiction. If at any time the Commission shall issue any order suspending the qualification of the Offering Statement in connection with the offering contemplated hereby or in connection with sales of Common Stock pursuant to market making activities by the Selling Agents, the Company will make every reasonable effort to obtain the withdrawal of any such order at the earliest possible moment. If the Company has omitted any information from the Offering Statement, it will use its best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to Regulation A, the Securities Act and the Securities Act Rules and Regulations and to notify the Selling Agents promptly of all such filings.
Offering Statement. The Buyer acknowledges that prior to signing this Agreement, the Seller provided the Buyer with a copy of the Public Offering Statement for the Development as currently registered with the New Jersey Department of Community Affairs. NOTICE TO THE PURCHASER: YOU HAVE THE RIGHT TO CANCEL THIS CONTRACT OR AGREEMENT BY SENDING OR DELIVERING WRITTEN NOTICE OF CANCELLATION TO THE DEVELOPER BY MIDNIGHT OF THE SEVENTH CALENDAR DAY FOLLOWING THE DAY ON WHICH IT WAS EXECUTED. SUCH CANCELLATION IS WITHOUT PENALTY, AND ALL MONIES PAID SHALL BE PROMPTLY REFUNDED.
Offering Statement. The undersigned acknowledges receipt of the Offering Statement via the hyperlinks provided in Section 4(r) hereof. Further, the undersigned understands and acknowledges that such Offering Statement may be amended and/or supplemented from time to time and that any such amendments and/or supplements (available at hxxxx://xxx.xxx.xxx/xxx-bin/browse-exxxx?action=getcompany&CIK=0001772028& owner=exclude&count=40&hidefilings=0) shall be deemed incorporated by reference herein. The undersigned also understands and acknowledges that the Offering Statement, as amended or supplemented, are accurate only as of the date of the Offering Statement (or any such amendment or supplement) and the Company may file one or more other offering statements, registration statements and/or other documents or filings with the SEC, including an annual report on Form 1-K, a semi-annual report on Form 1-SA and/or one or more current reports on Form 1-U, and that any such other documents or filings (available at hxxxx://xxx.xxx.xxx/xxx-bin/browse-exxxx?action=getcompany&CIK=0001772028&owner=exclude&count=40&hidefilings=0) shall also be deemed incorporated by reference herein; provided, that they shall be deemed to be accurate only as of the date thereof;
Offering Statement. If the Commission enters a stop order relating to the Offering Statement, the Company will make every reasonable effort to obtain the lifting of such order(s) as soon as possible.
Offering Statement. The Investor understands that the Shares are being offered pursuant to the Offering Statement as filed with the Securities and Exchange Commission. By subscribing to the Offering, the Investor acknowledges that the Investor has received and reviewed a copy of the Offering Statement and any other information required by the Investor to make an investment decision with respect to the Shares.
Offering Statement. The Offering Statement on Form 1-A to be filed by Oconee with the SEC pursuant to which the Oconee Conversion Stock will be offered in the Subscription Offering and the Community Offering in accordance with this Plan.
