Offering Terms Sample Clauses
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 Agents to Purchasers resident in the Qualifying Jurisdictions.
3.2 The sale of the Units to Purchasers is to be effected by the Agents or the U.S. Affiliates (as applicable) 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 of Units in the United States, in accordance with the requirements of an exemption from registration under United States federal and state securities laws. 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 secure 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, a properly completed and duly executed Accredited Investor Certificate or U.S. Accredited Investor Certificate (as applicable), together with any additional documentation as may be requested by the Exchanges or by any Regulatory Authority pursuant to the Applicable Securities Laws.
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 The Corporation covenants to use its best efforts to satisfy as expeditiously as possible, each of the conditions of the Exchanges (the “Exchange Conditions”) required to be satisfied prior to the Exchanges’ acceptance of the Corporation’s notice of the Private Placement.
3.6 The terms, conditions attributes and characteristics of the Warrants will be substantially as described in this Agreement subject to the changes, if any, to which the Corporation and the Agents may agree; provided that,...
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. 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. 2.1 The Units will be offered for sale by the Agent to Purchasers resident in the Qualifying Jurisdictions on a private placement basis and only at the Issue Price as contemplated herein.
2.2 The Agent will comply with applicable laws, regulations and Exchange rules in connection with the offer to sell, or distribution of, the Units. The Agent will not, directly or indirectly, solicit offers to purchase or sell the Units so as to require the filing of a prospectus, offering memorandum or similar disclosure document with respect to the Units, the Common Shares, the Warrants, the Warrant Shares, the Agent's Compensation Options or the Agent's Compensation Shares under the laws of any of the Qualifying Jurisdictions. The Agent will use its best efforts to cause similar undertakings to be contained in any agreement among any members of the banking, selling or other group formed for the distribution of the Units, the Common Shares and the Warrants, and will require any member of the banking, selling or other group formed for the distribution of the Units to comply with applicable laws, including securities laws and regulations of any Qualifying Jurisdiction and Exchange rules.
2.3 The sale of the Units to Purchasers is to be effected by the Agent in a manner exempt from any prospectus, registration statement, offering memorandum or similar disclosure document filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities. The Agent will notify the Corporation with respect to the identity, location and residence of each Purchaser in a Qualifying Jurisdiction 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. The Corporation will have the final decision on the prospective Purchaser list.
2.4 The Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed Selling Securityholder Notice and Questionnaire and Accredited Investor Certificate, Minimum Amount Investment Certificate, or Foreign Purchaser Certificate, together with any additional documentation as may be requested by the Exchange.
2.5 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, ...
Offering Terms. The Designated Shares may be offered by the Underwriters 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 Underwriters. The Underwriters will not offer any Designated Shares on the New York Stock Exchange or on other national securities exchanges, or to market makers. PURCHASE PRICE BY UNDERWRITERS: $20.80 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 Underwriters) for a period of 90 days from the date of the Prospectus Supplement, such holders will not, without the prior written consent of Goldxxx, Xxchx & Xo., offer, sell, contract to sell, sell any option or contract to 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. In addition, the Company will not, for a period of 90 days from the date of the Prospectus Supplement, without the prior written consent of Goldxxx, Sachs & Co., directly or indirectly, offer, contract to sell, sell, grant any option with respect to, pledge, hypothecate or otherwise dispose of any shares of Common Stock or any securities that are convertible into, exchangeable for or that represent the right to receive shares of Common Stock except for (i) issuances pursuant to the exercise of warrants, stock options and convertible securities outstanding on the date hereof, (ii) grants of options or shares of Common Stock pursuant to existing employee stock option plans and (iii) issuances of Common Stock in connection with bona fide acquisitions wherein the holders are effectively subject to such restrictions with respect to the shares of Common Stock acquired in such acquisitions.
Offering Terms. Issuer Sound Revolution Inc., a Delaware corporation (the “Company”, “we”, “our”)
Offering Terms. (a) Offering: the Subscription Receipts, the Offered Common Shares and the Option Shares will be offered for sale by the Agent, as agent on behalf of the Corporation, to purchasers resident in the Offering Jurisdictions.
Offering Terms. Section 7.1.1 Offeror................................................... Section 7.1.1 PCC....................................................... Section 7.4.1
Offering Terms. BRUNSBÜTTEL LNG TERMINAL