Prior Offering Sample Clauses

Prior Offering. On October 29, 2004, Alpha Capital Aktiengesellschaft (“Alpha”), a Subscriber herein, purchased Convertible Notes, and Warrants for $100,000 (the “Prior Offering”). Alpha is acquiring Notes and Warrants in the Offering in the principal amounts of $375,000. A like portion of the Purchase Price payable by Alpha will be deemed paid by Alpha upon Closing by the automatic cancellation of the Notes and Warrants received in the Prior Offering by Alpha. Alpha and the Company waive all rights, obligations and claims against each other arising under the Prior Offering except that accrued interest and any payments outstanding under the Notes from the Prior Offering due on the Notes issued in the Prior Offering shall be payable and deemed accrued on the Notes issued to Alpha.
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Prior Offering. Prior to the date hereof, the Company issued four (4) shares of Series A Preferred Stock to one or more other investors in exchange for an aggregate purchase price of $2,000,000 in cash, which cash amount was received in full by the Company prior to the date hereof, on terms that are, individually and in the aggregate, no more favorable than the terms being given by the Company to the Purchaser in connection with the Securities and the transactions contemplated hereby. Each of the Purchasers acknowledges and agrees that the Company has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.1.
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Prior Offering. To the extent the consent or approval from any Purchaser is required from such Purchaser pursuant to the Prior Offering, in order for the Company to enter into and fulfill its obligations under the Transaction Documents, such consent and approval is hereby granted by such Purchaser in its capacity as a purchaser in the Prior Offering, subject to the Company fulfilling all of its obligations pursuant to the Prior Offering.
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Prior Offering. On May 11, 2007, the Company issued convertible promissory notes (“May Notes”) to the Subscribers pursuant to a subscription agreement (“May Subscription Agreement”) and “transaction documents” as defined in the May Subscription Agreement (“May Transaction Documents”). Schedule 3.3 hereto sets forth the principal and interest outstanding on the May Notes as of the Closing Date. The outstanding May Note principal interest and all other amounts payable to the Subscribers in connection with the May Transaction Documents will be included in the term “obligations” as defined in the Security Agreement.
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Prior Offering. On December 8, 2004, Longview Fund, LP ("LFLP") and Camden International Ltd. ("Camden"), Subscribers herein, purchased Convertible Notes, Class A Warrants and Class B Warrants for $150,000 and $100,000, respectively (the "Prior Offering"). LFLP and Camden are acquiring Notes and Warrants in the Offering in the principal amounts of $400,000 and $250,000, respectively. A like portion of the Purchase Price payable by LFLP and Camden will be deemed paid by LFLP and Camden upon Closing by the automatic cancellation of the Notes and Warrants received in the Prior Offering by LFLP and Camden. LFLP, Camden and the Company waive all rights, obligations and claims against each other arising under the Prior Offering except that (i) accrued interest due on the Notes issued in the Prior Offering shall be payable and deemed accrued on the Notes issued to LFLP and Camden in the Offering, and (ii) the Security Agreement and security interest granted to LFLP and Camden in connection with the Prior Offering shall be updated and substituted by the security interest granted to the Subscribers in connection with the Offering.
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Prior Offering. The Company will execute and deliver to the Subscribers at the Closing the Third Modification, Waiver and Acknowledgement Agreement in the form annexed hereto as Exhibit H.
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Related to Prior Offering

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Similar Offerings Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the offered Securities to be registered under the 1933 Act.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

  • Initial Public Offering Notwithstanding anything to the contrary contained herein, (i) the Board of Managers deems it advisable and in the best interests of the Company that the Company be converted into a corporation pursuant to the Plan of Conversion in substantially the same form attached hereto as Exhibit B (the “Plan”), the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion in substantially the same form attached hereto as Exhibit C (the “Certificate of Conversion”) in connection with any Initial Public Offering and in accordance with the Act, and (ii) the Members hereby consent to such conversion of the Company into a corporation in connection with any Initial Public Offering and in accordance with the Act and the Plan and authorize, approve and adopt the Plan, the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion. Notwithstanding anything to the contrary contained herein, in connection with any Initial Public Offering, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, take such action and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or prior to the expiration of the later of (i) 180 days following the consummation of the Initial Public Offering or (ii) the expiration of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of the corporate successor of the Company which effects the Initial Public Offering; provided that (a) fifty percent (50%) of the shares of common stock held by each Member shall become eligible for sale by such Member on the date that is 180 days following the expiration of any underwriter lock-up period applicable to such Member and the remaining fifty percent (50%) of such Member’s shares shall become eligible for sale by such Member on the date that is 271 days following the expiration of such underwriter lock-up period and (b) the Members have entered into an agreement acceptable to the Company not to sell such shares of common stock except as set forth in clause (a) above or pursuant to the exercise of registration rights (as set forth in Annex A). The number of shares of common stock of the corporate successor of the Company to be received by each Member shall be determined in accordance with Section 8.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto.

  • Third-Party Offerings Dell may offer Third-Party Products for use with the APEX Service through an online marketplace, or using Dell’s then-current Third-Party Product resale programs (e.g. “Extended Technologies Complete”, “Software & Peripherals (S&P)”). Third-Party Products that Distributor orders from Dell through these resale programs are referred to as “Third-Party Offerings”. Distributor may offer Third-Party Offerings to Reseller to offer to Customer for Customer’s use, at Distributor’s option, if available. If Distributor chooses to offer Third-Party Offerings to Reseller for Reseller to offer to Customer for Customer’s use, Distributor, Reseller, and Customer are responsible for complying with any terms applicable to the Third-Party Offerings, including any separate fees imposed by the provider of that Third-Party Offering (whether payable to Dell or directly to the third-party provider). Distributor agrees to comply with the standard license, services, warranty, indemnity, and support terms of the third-party manufacturer/supplier (or an applicable direct agreement between Distributor and the third-party manufacturer/supplier) for the Third Party Offering. Even if Dell invoices for them, Dell does not provide support services for Third-Party Offerings. Distributor must contact the applicable third-party directly for support. Third-Party Offerings are provided “AS IS”. Any warranty, damages or indemnity claims against Dell for Third-Party Offerings are expressly excluded. Dell may suspend or terminate provision and hosting of any Third- Party Offerings at any time, and that suspension or termination will not be deemed a material change to the APEX Service for the purpose of Clause 3.2 (Material Modifications).

  • No Prior Offer The Mortgage Loan has not previously been offered for sale;

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

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