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. 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. The Representatives shall notify you when the initial public offering of the Securities is to be made and of the initial public offering price or prices, if any. You hereby authorize the Representatives to change the public offering price or prices, the selling concession to Selected Dealers and reallowance to other dealers, and the other terms of sale hereunder and under any agreements with Selected Dealers, by reason of changes in general market conditions or otherwise. The public offering price or prices at any time in effect are hereinafter referred to as the "offering price or prices". If the offering price or prices of Securities are to be determined by Market Pricing, the offering price or prices, the selling concession and the reallowance with respect to such Securities shall refer to such price or prices, selling concession and reallowance as determined by the Representatives from time to time. You agree that any of the Securities released to you for public offering and not reserved by the Representatives for sale to dealers, including any firm also acting as an Underwriter, to be selected by the Representatives (the "Selected Dealers") or to institutions and other retail purchasers shall be promptly reoffered at the offering price or prices, and you will not allow any discount therefrom except as otherwise provided herein. You authorize the Representatives, for your account, to reserve and offer for sale to Selected Dealers such of your Securities as the Representatives may determine. Reservations for sales to Selected Dealers for the accounts of the Underwriters need not be made in proportion to the respective Initial Commitment Percentages of the Underwriters. Any Securities so reserved for your account shall be made as nearly as practicable in the ratio which the amount of your Securities reserved for sale to Selected Dealers bears to the aggregate amount of Securities so reserved for the accounts of all Underwriters, as calculated from day to day. Any such offering to Selected Dealers may be made pursuant to the terms and conditions of Wit Capital Corporation Master Selected Dealer Agreement (copies of which are available from us upon request) or otherwise, as the Representatives may determine. 8 You also authorize the Representatives, for your account, to reserve and offer for sale to institutions and other retail purchasers such of your Securities as the Representatives may determine. Except for any such sale designated by a purchaser to be...

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.