Offerings Sample Clauses

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. The Client may select from the following available offerings.

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. 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. (i) In the event that a Resale Shelf Registration Statement is effective, any Major Holder shall have the right at any time or from time to time to elect to sell pursuant to an offering (including any Underwritten Offering or underwritten block trade, but only if the aggregate proceeds expected to be received from the sale of Registrable Securities by such Major Holder and other Holders participating in such offering equals or exceeds $25 million, as determined in good faith by the Company after receiving the Shelf Offering Request (as defined below)) of the Registrable Securities available for sale pursuant to such Resale Shelf Registration Statement (“Shelf Registrable Securities”), so long as the Resale Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses and the Holders whose Registrable Securities are included in such offering shall pay all Selling Expenses in connection therewith. If any offering pursuant to a Resale Shelf Registration Statement is an Underwritten Offering, a majority of Holders participating in such offering (with consent of the Company) shall have the right to select the managing Underwriter or Underwriters to administer any such Underwritten Offering. The Major Holder shall make such election for an offering by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Major Holder desires to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than three (3) Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other Holders of Shelf Registrable Securities (other than Opting-Out Holders). The Company shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) subject to (iii) and Article III within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall as expeditiously as possible, and in any event within twenty (20) days after the receipt of a Shelf Offering Request (unless a longer period is agreed to by the Holder that made the Shelf Offering Request), use its commercially...

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. 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.