Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (w) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; and (x) any prospectus wrapper. All other promotional materials (including “road show slides” or “road show scripts”) prepared in connection with the marketing of the Securities (collectively, “Road Show Materials”) were used in accordance with Section 3. Each of the Road Show Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430C Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Notes, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (y) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; and (z) any prospectus wrapper. All Marketing Materials (as defined below) were used in accordance with Section 3. Each of the Marketing Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430C Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the IPO Securities, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the IPO Securities other than (w) the Registration Statement, any preliminary prospectus and the Prospectus, and any amendment or supplement to any of the forgoing; (x) the Conveyance Documents; (y) the BDC Holdings Subscription Agreement; and (z) any prospectus wrapper. All other promotional materials (including “road show slides” or “road show scripts”) prepared in connection with the marketing of the Securities (collectively, “Road Show Materials”) were used in accordance with Section 3. Each of the Road Show Materials and the prospectus wrapper is not inconsistent with the Registration Statement, any preliminary prospectus and the Prospectus, and when taken together with any preliminary prospectus and the Rule 430A Information, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, and subject to the conditions set forth herein, the several Underwriters shall purchase and propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Pricing Prospectus and Prospectus.
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the 0000 Xxx) that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the 1933 Act or Rule 134 under the 1933 Act, (ii) any “advertisement” as defined in Rule 482 under the 1933 Act or (iii) any advertising, sales literature, press releases or other promotional material (including “prospectus wrappers,” “broker kits,” “road show scripts” and “electronic road show presentations”) authorized in writing by or prepared by the Company to be used in connection with the offering of the Notes and approved for use by the Representative (collectively, the “Marketing Materials”). The Marketing Materials (as amended or supplemented), at the time first used, at the Applicable Time and at the Closing Time and each Option Closing Time, complied and will comply in all material respects with the 1933 Act, have been or will be (within the time period specified in Rule 424, Rule 433 and/or Rule 497) filed in accordance with the 1933 Act (to the extent required thereby) and, when taken together with the General Disclosure Package, at the Applicable Time did not and at the Closing Time will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that none of the Company or the Adviser makes any representation or warranty with respect to any statements or omissions made in any Offering Materials in reliance upon and in conformity Underwriter Information.
Offers to Sell. 2.1 On the Initial Offer Date, the German Seller shall, by delivery, by fax or by e-mail in accordance with Clause 23.3 (Notices), of a duly completed Initial Offer Letter with attached thereto, or, in the case of delivery by e-mail, contained in the same e-mail, an up-to-date Receivables List by the Seller’s Agent (on behalf of the German Seller) to the Purchaser by no later than 2.00 p.m. (Paris time) on the Initial Offer Date, offer to sell to the Purchaser all of its right, title, interest and benefit, present and future, in and to (but excluding, for the avoidance of doubt, any of its obligations under) all, but not less than all, unless otherwise agreed in writing by the Parties, of the Relevant Receivables owing to it which were existing on the Initial Assessment Date, as listed in the relevant Receivables List, at a price, for each Offered Receivable, equal to the relevant Purchase Price.
2.2 On each Offer Date falling after the Initial Offer Date until, but excluding, the Commitment Termination Date, the German Seller shall, by delivery, by fax or by e-mail in accordance with Clause 23.3 (Notices), of a duly completed Offer Letter with attached thereto, or, in the case of delivery by e-mail, contained in the same e-mail, an up-to-date Receivables List by the Seller’s Agent (on behalf of the German Seller) to the Purchaser by no later than 2.00 p.m. (Paris time) on each Offer Date, offer to sell to the Purchaser all of its right, title, interest and benefit, present and future, in and to (but excluding, for the avoidance of doubt, any of its obligations under) all, but not less than all, unless otherwise agreed in writing by the Parties, of the Relevant Receivables owing to it which were in existence as of the Assessment Date immediately preceding such Offer Date, as listed in the relevant Receivables List, at a price, for each Offered Receivable, equal to the relevant Purchase Price.
2.3 Each such offer to sell Offered Receivables to the Purchaser in accordance with the terms of Clauses 2.1 and 2.2 shall be referred to herein as an Offer to Sell. Each Offer to Sell shall be irrevocable.
2.4 Each Offer Letter shall be substantially in the form of Schedule 4 or Schedule 5, as the case may be.
2.5 In addition to the Initial Offer Letter and each subsequent Offer Letter delivered pursuant to Clause 2.1 and Clause 2.2, the Seller’s Agent in the name and on behalf of the German Seller shall, from and including the Closing Date until the Agreement Expiry...
Offers to Sell. Seller has not entered into any other -------------- contracts for the sale of the Property, nor do there exist any rights of first refusal or options to purchase the Property.
Offers to Sell a. From the period beginning December 22, 1997, through the remainder of the Term (the "Permitted Sales Period"), a Shareholder may transfer Shares under the provisions of this Section 5.
b. If a Shareholder desires to sell Shares during the Permitted Sales Period , the Shareholder will first offer such Shares to the Company. The offer will be in writing and will specify the number, class (if applicable) and price of the Shares being offered. The purchase price per share will be the average of the closing bid and asked prices for one share of common stock of the Company, as reported on the National Market System of NASDAQ for the twenty business days preceding the date the offer to sell is made (the "Notice Date"). If, on the Notice Date, the Shares are not traded on NASDAQ, the board of directors of the Company will determine a substantially equivalent method for determining the purchase price for the Shares. The Shareholder or Shareholders who make the offer (whether one or more, the "Offering Shareholder") will send the offer to the Company, and the Company will have a period of ten business days after the receipt of the offer from the Offering Shareholder to accept the offer by giving notice of acceptance to the Offering Shareholder (the "Acceptance Period"). Each acceptance will indicate the number of Shares as to which the offer is accepted (which may be less than or equal to the number of Shares that the Offering Shareholder initially proposes to sell). If the Company does not accept the offer in a timely manner, the Company will be deemed to have rejected the offer. If the Company accepts the offer as to less than all of the Shares that the Company had the right to purchase, the Company will be deemed to have rejected the offer with respect to the balance of such Shares.
c. If the Offering Shareholder's offer is accepted with respect to any or all of the offered Shares, the closing of the sale will occur at the principal offices of the Company, at a time and date specified by the Company, but, in any event, such closing will occur within sixty days after the end of the Acceptance Period. At the closing, the Offering Shareholder will deliver certificates representing the Shares to be sold, free of any lien, claim, encumbrance or restriction, other than restrictions imposed by this Agreement or the Voting Trust Agreement, against payment of the purchase price by the Company by cashier's check or other means acceptable to the Offering Shareholder.
d. ...
Offers to Sell. The Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Notes, will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Notes other than (x) the Registration Statement, the Preliminary Prospectus and the Prospectus, and any amendment or supplement to any of the forgoing and (y) any prospectus wrapper. All Marketing Materials (as defined below) were used in accordance with Section 3. Each of the Marketing Materials and the prospectus wrapper is not inconsistent with the Registration Statement, the Preliminary Prospectus and the Prospectus, and when taken together with the General Disclosure Package, at the Applicable Time, did not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Offers to Sell. Section 2.1 Offers. From time to time, Seller may offer to Banc One one or more Loans for purchase by Banc One pursuant to one or more Delivery types, which Loans and the right to service such Loans, Seller desires to sell to Banc One. Seller shall comply with all provisions of the related Delivery Instructions applicable to any such offer. Any and all such sales and transfers shall be subject to the provisions of this Agreement and the related Delivery Instructions. Except as may be set forth in the Delivery Instructions for a specific Delivery, Banc One shall have no obligation to purchase any Loan offered by Seller.
