Offerings. Subject in part to the truth and accuracy of Investor's representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Offerings. Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.
Offerings. As between you and Splunk, Splunk owns and reserves all right, title, and interest in and to the Offerings, developer tools and other Splunk materials, including all intellectual property rights therein. We retain rights in anything delivered or developed by us or on our behalf under these General Terms. No rights are granted to you other than as expressly set forth in these General Terms.
Offerings. The Client may select from the following available offerings.
Offerings. You agree to abide by the Conduct Rules of the NASD and to all other rules and regulations that are now or may become applicable to transactions hereunder, including state and federal rules plus John Hancock Funds administraxxxx pxxxxxxxes.
Offerings. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Article III hereof, the Company has complied with the Securities Act and all applicable state securities laws in connection with (i) the offer, issuance and sale of all previously issued securities of the Company, (ii) the offer, issuance and sale of the Shares, and (iii) upon conversion of the Shares, the issuance and delivery of the Preferred Stock Conversion Shares, and all of the foregoing issuances are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken any action that could cause the loss of such exemptions. Neither the Company nor any Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Shares, the Preferred Stock Conversion Shares or any security of the Company similar to the foregoing has offered the Shares, the Preferred Stock Conversion Shares or any such similar security for sale to, or solicited any offer to buy the Shares, the Preferred Stock Conversion Shares or any such similar security from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than Persons who are “accredited investors” as defined in Regulation D of the Securities Act. Neither the Company nor any Person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance or sale of any security of the Company under circumstances which might require the integration of such security with the Shares or the Preferred Stock Conversion Shares under the Securities Act or the rules and regulations of the SEC promulgated thereunder), in either case so as to subject the offering, issuance or sale of the Shares and the Preferred Stock Conversion Shares to the registration provisions of the Securities Act. Neither the Company nor any Person acting on its behalf has offered the Shares or the Preferred Stock Conversion Shares to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.
Offerings. At any time from and after the date on which the Shelf Registration Statement is declared effective by the SEC (the "Effective Date"), Parent Holdings, subject to the restrictions and conditions contained herein and in the Merger Agreement, and subject further to compliance with all applicable state and federal securities laws, shall have the right to dispose of all or any portion of the Registrable Securities.
Offerings. The shares, units, securities, or other interests in each Private Fund (A) have been issued and sold in compliance with applicable Law, except as would not reasonably be expected to constitute a Material Adverse Effect, and (B) are registered or qualified for public offering and sale or exempt from such registration or qualification under applicable Law in each jurisdiction where offers of such interests were made, except where the failure to be so registered or qualified would not constitute a Material Adverse Effect.
Offerings. Subject to the provisions of Section 7 hereof, Trident is --------- offering on behalf of the Company and on a best efforts basis a minimum of 261,800 Shares and a maximum of 354,200 Shares with the possibility of increasing the number of Shares to 407,330, or such lesser amount of Common Stock as the Administrator and the FDIC permit to be offered, in a Subscription Offering and, if necessary, any Shares which remain unsubscribed at the conclusion of the Subscription Offering, in a Community Offering and a Syndicated Community Offering. The Shares are to be initially offered to the public at the price set forth on the cover page of the Prospectus and the first page of this Agreement.
(a) Subscriptions shall be offered in the Subscription Offering only during the subscription period by means of Order Forms as described in the Prospectus and may be offered in the Syndicated Community Offering by means of solicitations of indications of interest from customers of Trident or Selected Dealers (as defined in the Prospectus) residing in those states in which the Shares may be qualified for offer and sale. The Bank and the Company shall notify Trident promptly after the expiration of the Subscription Offering of the number of Shares sold in the Subscription Offering and the aggregate number of Shares remaining available to be sold in the Syndicated Community Offering. The Bank and the Company shall provide Trident with any information (which shall be accurate and reliable) necessary to assist Trident in allocating the Shares in the event of an oversubscription. The Bank and the Company, jointly and severally, shall indemnify and hold harmful each of Trident and the Selected Dealers against any losses, claims, damages or liabilities resulting from reliance under any records of depositors, borrowers and other members of the Bank delivered to Trident by the Bank or its agents for use during the Conversion.
(b) Trident agrees that any Selected Dealer Agreements between Trident and Selected Dealers will provide that Selected Dealers will solicit indications of interest from their customers to place orders for the purchase of Shares as of a certain date (the "Order Date") and, upon request by Trident, (i) submit orders to purchase Shares, for which they have previously received indication1s of interest from their customers, (ii) mail confirmations of orders to each subscriber on the business day following the Order Date, (iii) debit accounts of such subscribers on the ...
Offerings. Except as contemplated by this Agreement or the Company's 1990 Amended and Restated Long-Term Incentive Plan or as otherwise disclosed by the Company to Buyer, the Company does not have any current plans or intentions to issue any shares of its capital stock or any other securities or any securities convertible or exchangeable into shares of Common Stock or any other securities.
