Offering Terms Sample Clauses
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Offering Terms. 3.1 The Units will be offered for sale by the Agents, as agents on behalf of the Corporation, to Purchasers resident in the Qualifying Jurisdictions.
3.2 The sale of the Units to Purchasers is to be effected by the Agents in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm compliance with all Applicable Securities Laws in connection with the sale of the Units to the Purchasers.
3.3 The Agents will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor or U.S. Accredited Investor questionnaire, as applicable, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange.
3.4 If, in the opinion of the Agents, it is necessary, the Agents will form, manage and participate in a group of sub-agents to offer and sell the Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Units in such jurisdictions in which it offers and sells the Units. In the event that a selling group is formed, the Agents will:
(a) manage the selling group as and to the extent customary in the securities industry in Canada; and
(b) require each member of the selling group to offer and sell the Units on the terms set forth in this Agreement.
3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one Warrant Share of the Corporation for a period of two years from the Closing Date at a price of $2.75 per Warrant Share, after which time the Warrants will expire.
3.6 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, each of the conditions of the Exchange (the "Exchange Conditions") required to be ...
Offering Terms. ODB will provides the Services in conformance with the terms of the Offering, including providing the Services in conjunction with (i) an Escrow Agent or (ii) another third party mutually agreed to by the Parties associated with such Offering.
Offering Terms. 3.1 The Units will be offered for sale by the Agent to Purchasers resident in the Qualifying Jurisdictions.
3.2 The sale of the Units to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Units to the Purchasers and offers of the Units to US Purchasers.
3.3 The Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor Certificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, each in the form attached as a Schedule to the Subscription Agreement.
3.4 If, in the opinion of the Agent, it is necessary, the Agent will form, manage and participate in a group of sub-agents to offer and sell the Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Units in such jurisdictions in which it offers and sells the Units. In the event that a selling group is formed, the Agent will:
(a) manage the selling group as and to the extent customary in the securities industry in Canada; and
(b) require each member of the selling group to offer and sell the Units on the terms set forth in this Agreement.
3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Corporation (a “Warrant Share”) for a period of two years from the date of issue of the Warrant at a price of $0.75 per Warrant Share.
3.6 The Corporation covenants to satisfy as expeditiously as possible each of the conditions of the Exchange (the “Exchange Conditions”) requ...
Offering Terms. 6.1 The Agent will offer the Shares for sale at the Offering Price in the Qualifying Jurisdictions on a best efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange.
6.2 Residents of the Qualifying Jurisdictions may subscribe for Offered Shares by delivering to the Agent on or prior to the applicable Closing Date:
(a) payment of the aggregate subscription price in a manner acceptable to the Agent; and
(b) such documents, certificates and forms as, in the opinion of the Agent, may be required.
6.3 All funds received by the Agent for subscriptions will be held in trust by the Agent until it has received at Closing:
(a) a certificate signed by the Chief Executive Officer of the Company or such other officer or director of the Company as the Agent may accept, to the effect that the subscriptions for the Offered Shares have been accepted by the Company; and
(b) a written request from the Company requesting delivery of the Proceeds to the Company or as directed by the Company.
6.4 Upon receiving the documentation referred to in Section 6.3 hereof, the Agent shall deliver to the Company or as directed in Section 6.3(b) hereof, the Proceeds.
6.5 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent or the Company’s registrar and transfer agent will be returned to the subscribers without interest or deduction if the Offering does not close for any reason.
Offering Terms. The Designated Shares may be offered by the Underwriter from time to time for sale in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale, when, as and if delivered to and accepted by the Underwriter. PURCHASE PRICE BY UNDERWRITER: $37.54 per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: The Company's directors and officers will agree that (and delivery of written agreements to such effect shall be a condition to the obligations of the Underwriter) for a period of 60 days from the date of the Prospectus Supplement, such holders will not, without the prior written consent of Morgan Stanley & Co. Incorporated offer, sell, contract to sell, sell ▇▇▇ ▇▇t▇▇▇ ▇▇ contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock, and the Company will not, for a period of 60 days from the date of the Prospectus Supplement, without the prior written consent of Morgan Stanley & Co. Incorporated, directly or indirectly, offer, sell, ▇▇▇▇r▇▇▇ ▇▇ sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for Common Stock, in each case except for (i) the sale of the Designated Shares to the Underwriter, (ii) the sale by certain directors and executive officers of the Company of an aggregate of up to 100,000 shares of Common Stock, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the sale of the Designated Shares to the Underwriter, (iv) grants of options or shares of Common Stock pursuant to existing stock plans, (v) issuances pursuant to the exercise of warrants, stock options and convertible securities outstanding on the date hereof and (vi) agreements to issue, or issuances of, securities of the Company in connection with bon...
Offering Terms. 1. The Agent will offer the Units and the Additional Securities for sale at the Offering Price in the Qualifying Jurisdictions on a commercially reasonable efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange.
2. Residents of the Qualifying Jurisdictions may subscribe for Units by delivering to the Agent on or prior to the Closing Date:
(a) payment of the aggregate subscription price in a manner acceptable to the Agent; and
(b) such documents, certificates and forms as, in the opinion of the Agent, may be required.
3. All funds received by the Agent for subscriptions will be held in trust by the Agent pending completion of the Offering.
4. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the subscribers without interest or deduction if the Offering does not close within 90 days after the date of the receipt for the Final Prospectus or within 90 days after the date of the receipt for an amendment to the Final Prospectus in which case the offering must not close later than 180 days from the date of the receipt for the Final Prospectus.
Offering Terms. The Company has not offered any of the approximately 1.7 million shares of common stock of the Company which it has or is in the process of placing privately with investors to any single investor or investor group at a price or upon terms that are more favorable than provided to the Purchaser hereunder.
Offering Terms. 4.1 The Agent will offer the Shares for sale at the Offering Price in the Qualifying Jurisdictions on a commercially reasonable efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange.
4.2 Residents of the Qualifying Jurisdictions may subscribe for Shares by delivering to the Agent on or prior to the applicable Closing Date:
(a) payment of the aggregate subscription price in a manner acceptable to the Agent; and
(b) such documents, certificates and forms as, in the opinion of the Agent, may be required.
4.3 The Offering will be subject to a minimum of 2,500,000 Shares being subscribed for by the Closing Date.
4.4 All funds received by the Agent for subscriptions will be held in trust by the Agent until at least the Minimum Subscription has been achieved and it has received at Closing:
(a) a certificate signed by the President of the Company or such other officer or director of the Company as the Agent may accept, to the effect that the subscriptions for the Offered Shares have been accepted by the Company; and
(b) a written request from the Company requesting delivery of the Proceeds to the Company or as directed by the Company.
4.5 Upon receiving the documentation referred to in Section 4.4 hereof, the Agent shall deliver to the Company or as directed in Section 4.4(b) hereof, the subscription from the Offering held by it pursuant to this Agreement, less the amounts to be deducted pursuant to Article 3 hereof.
4.6 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent or the Company’s registrar and transfer agent will be returned to the subscribers without interest or deduction if the Offering does not close for any reason.
Offering Terms. Capitalization The Company is a company limited by shares with its registered seat in Zug, Switzerland (registered under registration number CHE-410.898.50 with the Commercial Register of the Canton of Zug). with a share capital of CHF 100,000 divided into 10,000,000 fully paid-up registered (nominal) shares.
Offering Terms. Notwithstanding anything to the contrary contained herein, Issuer shall have the sole right to select the underwriter in any Offering and to determine the terms and timing of, and whether or not to proceed with, any Offering, in its sole discretion.