Preliminary Term Sheet Sample Clauses

Preliminary Term Sheet. A Free Writing Prospectus that contains information of the type described in paragraphs (1) - (3) of the definition of ABS Informational and Computational Materials in Item 1101(a) of Regulation AB but which does not included Derived Information.
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Preliminary Term Sheet. Attached hereto is a Preliminary Term Sheet for the proposed Acquisition. The proposal set forth in the Preliminary Term Sheet will expire if we do not receive your signed copy of this letter by 5:00 PM (New York Time) on , 20 . Although it is the intent of the parties that discussions toward reaching a definitive agreement proceed based upon the Preliminary Term Sheet, the terms contained in the Preliminary Term Sheet have not been agreed to by either party, are not binding on either party and the proposal as set forth in the Preliminary Term Sheet is subject to satisfactory completion of due diligence review by Buyer, negotiation and execution of definitive agreements regarding the terms and conditions of the Acquisition (the “Agreements”), approvals of the Buyer Directors and Members and the Company’s Directors, Company shareholder approval and receipt of all necessary regulatory consents and approvals. No past or future action, course of conduct, or failure to act relating to the Acquisition contemplated herein, or relating to the negotiation of the terms of the Acquisition or the Agreements, including, without limitation, efforts by any party to complete due diligence or prepare Agreements, which will give rise to or serve as a basis for any obligation or other liability on the part of either of us to complete the Acquisition.
Sample 1
Preliminary Term Sheet. Issuer: NovaDel Pharma Inc. (the "Company"), a Delaware corporation. Issue: Approximately $10+ million of common stock (the "Common Stock") and Warrants (as defined below) (the "Securities") issued to accredited investors only pursuant to Regulation D.
Sample 1
Preliminary Term Sheet. Collectively, the preliminary term sheet dated April 25, 2007 relating to Group 1 of certain classes of the Publicly-Offered Certificates and the preliminary 220666 SEMT 2007-2 Underwriting Agreement 38 term sheet dated April 25, 2007 relating to Group 2 of certain classes of the Publicly-Offered Certificates. Seller Mortgage Loan Information: Information relating to the Mortgage Loans furnished by or on behalf of the Depositor or the Seller to the Underwriters.
Sample 1
Preliminary Term Sheet. I. The Offering Issuer: Collision Xxxxx.xxx, Inc. (the "Company"), a Delaware corporation wholly-owned by First Priority Group, Inc. ("FPGI"). Issue: Private Placement of Series B Convertible Preferred Stock (the "Series B Preferred Stock") offered to accredited investors only pursuant to Regulation D. Amount: Minimum of $5.0 million and maximum of $7.0 million. As part of the Minimum, the Company shall raise a minimum of five hundred thousand dollars ($500,000) and a maximum of two million dollars ($2,000,000) of Series A Preferred Stock which shall have similar terms as the Series B Preferred Stock and shall be funded and held in escrow prior to the marketing of the Series B Preferred Stock. Pre-Offering Fully-diluted Valuation: $21 million. Use of Proceeds: Web site development, marketing expenses and working capital. In return for its equity ownership in the Company, FPGI shall contribute all its tangible and intangible property and personnel related to the internet application of collision damage claims management, repair facilities and damage repairs to the auto insurance industry.
Sample 1

Related to Preliminary Term Sheet

  • Final Term Sheet The Company will prepare a final term sheet in a form approved by the Representatives, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).

  • Pricing Term Sheet The Company will prepare a final pricing term sheet containing a description of the final terms of the Securities, in a form approved by the Representatives and containing the information in Schedule C hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time period required by such rule (such term sheet, the “Pricing Term Sheet”).

  • Term Sheet The Company will prepare, or cause to be prepared, a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information”, as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

  • PRELIMINARY RECITALS A. Executive’s employment with the Company has terminated.

  • Preliminary Offering Memorandum, Time of Sale Information and Offering Memorandum The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, 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 the Company and the Guarantors make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Information or the Offering Memorandum.

  • PRELIMINARY 4. The business of the Company may be commenced at any time after incorporation.

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

  • Preliminary Title Report (a) Within two (2) days following the Opening of Escrow, Seller shall provide Buyer a copy of its existing title insurance policy, exception documents and survey, and within twelve (12) days following the Opening of Escrow, Buyer will have prepared a Preliminary Title Report/Commitment for owners title insurance for the Properties showing all liens, encumbrances and other matters affecting the title to the Properties (the “Title Report”) and will provide a copy thereof together with legible copies of the documents shown as title exceptions or requirements therein to Seller. Buyer shall have ten (10) days following receipt of the Title Report to object, in Buyer’s sole and absolute discretion, to any other items contained in the Title Report. Buyer shall have until the end of the Review Period to object to any items contained in the Survey (as that term is defined in Section 3.2). Should Buyer object to any provisions contained therein, Seller shall, within five (5) days of the receipt of any such objections, advise Buyer of which title objections it will cure. Thereafter, prior to the later of five (5) days following (x) the expiration of the Review Period or (y) receipt of Seller’s title response notice, Buyer may either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Initial Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey by the placement of the Additional Deposit, which signifies acceptance of the Title Report and Survey. Any cure of title objections which Seller has elected to undertake shall be completed no later than five (5) days prior to the Closing Date. If such cure has not been completed by such time, Buyer may at such time either: (i) reject the Title Report and the Survey, in which case this Agreement is terminated, the parties will have no further rights or obligations hereunder (except those which specifically survive the termination of this Agreement) and the Xxxxxxx Money Deposit shall be immediately refunded to Buyer without further instruction; or (ii) Buyer can choose to accept the Title Report and Survey.

  • Preliminary Matters The Chair of the Hearing Panel will ask each party if it has any objections to the constitution of the Hearing Panel. Responses will be noted and recorded. If an objection is raised, the party raising the objection will be asked to immediately outline the objection. The Hearing Panel will then determine the merits of the objection.

  • Agreement Preamble Ancillary Agreements Section 4.4(a) Associate Section 8.11 Business Recitals CFC Section 4.17(f) Closing Section 3.1 Closing Date Section 3.1 Code Section 4.17(f) Company Preamble Company Intellectual Property Section 4.8(a) Company Owned Intellectual Property Section 4.8(b) Consideration Shares Section 2.2 Constitutional Documents Section 4.4(a) Conversion Shares Section 2.5 Disclosure Schedule Section 4 Domestic Company Preamble Equity Value of the Company Section 2.3(i) FCPA Section 4.19 HKIAC Section 9.17(b) HK Subsidiary Preamble Indemnitee Section 9.1(a) Indemnifiable Loss Section 9.1(a) Investor Preamble Investor’s Partners Section 8.17(b) Key Employee Section 4.22 Key Holders Preamble Lease Section 4.7(b) Licenses Section 4.8(e) Management Founder Preamble Management Founder Holdco Preamble Market Capitalization of Xunlei Section 2.3(ii) Material Adverse Effect Section 4.1 Material Contract Section 4.9 OFAC Section 4.18(a) OFAC Sanctions Section 4.18(a) OFAC Sanctioned Person Section 4.18(b) Ordinary Shares Section 2.5 Personal Information Section 4.30 PFIC Section 4.17(g) Public Software Section 4.8(g) Purchased Shares Section 2.1 Restriction Period Section 8.11 Restricted Share Agreement Section 6.1(f) SDN List Section 4.18(b) Secretary Section 4.18(a) Series D Investor(s) Recitals Series D Preferred Shares Recitals Series D Special Redemption Section 8.24 Series D Special Redemption Shareholder Section 8.24 Special Redemption Consideration Shares Section 8.24 Special Redemption Price Section 8.24 Subpart F Income Section 8.17(b) Transaction Documents Section 4.4(a) UNCITRAL Rules Section 9.16(b) United States Person Section 4.18(c) WFOE Preamble Xunlei Group Section 8.5(b)

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