Proposed Offering Sample Clauses

Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants” and together with the Shares, the “Securities”), of MICT, Inc., a Delaware corporation (the “Company”). In consideration of the execution of the Placement Agency Agreement by the Placement Agent, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of the Placement Agent, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any options or warrants) or securities convertible into or exercisable or exchangeable for Common Stock; (b) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise; (c) except as provided for below, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company; or (d) publicly disclose the intention to do any of the foregoing for a period commencing on the date hereof and ending ninety (90) days after the date of the closing of the Offering (such 90-day period, the “Lock-Up Period”).
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Proposed Offering. Contractor is proposing equipment, supplies, and maintenance for all fifty States, Washington D.C. and Puerto Rico.
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Proposed Offering. Sprint proposes to complete, during 2001, in accordance with the terms of this Agreement, an underwritten public offering of newly issued shares of PCS Stock (the first such offering completed by Sprint in 2001 is referred to as the "PCS Offering").
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Proposed Offering. Subject to Sections 14.1(b) and 16.2(h) and provided that the same shall not constitute a breach of the applicable Coattail Agreement: (a) If a member or members of any Family Group (collectively, the “Seller”) wish to offer for sale any SVS and/or NVS that would result from the conversion of MVS held by such Persons (the “Sale Shares”) having an aggregate value, determined by multiplying the average closing price of the SVS and/or NVS on the stock exchange on which the SVS or NVS had the highest aggregate trading volume for each of the 20 trading days immediately prior to the date of the Sale Offer, as hereinafter defined, on which there was a closing price by the number of Sale Shares, that is not less than the Maximum Value, by way of a Secondary Offering or otherwise through the facilities of a stock exchange upon which such Sale Shares are listed and posted for trading (a “Public Sale”), then subject to the provisions of Sections 8.4(a), 8.4(c), 8.4(d), 8.4(e), 8.5, 14.1(b) and 16.2(h) and the provisions of this Section, the Seller shall have the right to do so. (b) Prior to proceeding with a Public Sale the Seller shall offer to sell (the “Sale Offer”) to the other Holders (the “Buyers”) all or any part of the MVS that would otherwise be converted into the Sale Shares (the “Sale Offer Shares”), at a price per share equal to the average closing price of the SVS and/or NVS on the stock exchange on which the SVS and/or NVS had the highest aggregate trading volume for the 20 consecutive trading days immediately prior to the date of the Sale Offer (the “Sale Price”) to be paid in cash at the time of closing. (c) The Sale Offer shall not be revocable except with the written consent of the Buyers and shall be open for acceptance by a written notice delivered by the Buyers wishing to accept the Sale Offer (the “Accepting Buyers”), for a period of 30 days after the date upon which the Sale Offer was delivered to the Buyers by the Seller.
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Proposed Offering. Bidder shall identify which categories are being offered. Postage Meter Rental (to include Legacy Postage Meters) Mailing Systems, Ultra Low Volume Mailing Equipment, Mailing Systems, Low Volume Mailing Equipment, Mailing Systems, Medium Volume Mailing Systems, High Volume Mailing System, Production Integrated Postal Scales Letter Openers, Low Volume Letter Openers, High Volume Letter Folders, Low Volume Letter Folders, High Volume Inserters, Production Folder/Inserters, Low volume Folders/Inserters, Medium Volume Folders/Inserters, High Volume X Folders/Inserters, Production Envelope Mail Labeler, Low Volume Envelope Mail Labeler, Medium Volume Envelope Mail Labeler, High Volume Envelope Mail Labeler, Production Envelope Addressing System, Ink Jet, Low Volume Envelope Addressing System, Ink Jet, Medium Volume Envelope Addressing System, Ink Jet, High Volume Envelope Addressing System, Ink Jet, Production Tabbers, Low Volume Tabbers, Medium Volume Tabbers, High Volume Tabbers, Production Check Imprinting/Endorsing Pressure Sealing, Production Bursting Equipment, Production Pre-sorting Equipment, Production Extractors Mailing Furniture (general) X Software, License and Subscription Software Integration Section 1 NASPO ValuePoint Solicitation - General Information Section 2 Solicitation Requirements, Information and Instructions to Offerors Section 3 Scope of Work Section 4 NASPO ValuePoint Master Agreement Statement of Compliance Section 5 Price and Cost Proposal Section 6 NASPO ValuePoint Master Agreement Terms and Conditions Attachments Additional Participating States’ Terms and Conditions
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Proposed Offering. (a) As used in this Section 1, the following terms shall have the respective meanings set forth in this subsection (a). Certain additional defined terms used in this Section 1 are defined elsewhere in this Agreement, including elsewhere in this Section 1.
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Proposed Offering. The Client has received conditional approval to organize Gateway Pacific Bank (the “Bank”) from the Department of Financial Institutions of the State of California (“DFI”). The Client, through its officers and directors, intends to offer and sell securities for its initial capitalization in a public offering (the “Offering”) to investors (the “Investors”) in the form of common stock (the “Securities”). (a) The purpose of the Offering will be to raise between $15,500,000 and $19,375,000 for general corporate purposes and to acquire a sufficient amount of stock in the Bank to complete the Bank’s initial capitalization as set forth in the Bank’s regulatory application. In order to provide for a more effective Offering, the Client wishes to engage Xxxxxxxxx as a consultant.
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Proposed Offering 
Sample 1

Related to Proposed Offering

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • 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.

  • 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.

  • 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).

  • 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.

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • Registered Offerings In the case of an Offering that will be registered in whole or in part (a “Registered Offering”) under the 1933 Act, you acknowledge that the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus relating to the Securities. “Registration Statement” means such registration statement as amended to the effective date of the Underwriting Agreement and, in the event that the Issuer files an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) or 462(e) under the 1933 Act, such abbreviated registration statement. “Prospectus” means the prospectus, together with the final prospectus supplement, if any, containing the final terms of the Securities and, in the case of a Registered Offering that is an International Offering, “Prospectus” means, collectively, each prospectus or offering circular, together with each final prospectus supplement or final offering circular supplement, if any, relating to the Offering, in the respective forms containing the final terms of the Securities. “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering and, in the case of a Registered Offering that is an International Offering, “Preliminary Prospectus” means, collectively, each preliminary prospectus or preliminary offering circular relating to the Offering or each preliminary prospectus supplement or preliminary offering circular supplement, together with a prospectus or offering circular, respectively, relating to the Offering. “Free Writing Prospectus” means, in the case of a Registered Offering, a “free writing prospectus” as defined in Rule 405 under the 1933 Act. As used herein the terms “Registration Statement,” “Prospectus,” “Preliminary Prospectus,” and “Free Writing Prospectus” will include in each case the material, if any, incorporated by reference therein, and as used herein, the term “Registration Statement” includes information deemed to be part thereof pursuant to, and as of the date and time specified in, Rules 430A, 430B, or 430C under the 1933 Act, while the terms “Prospectus” and “Preliminary Prospectus” include information deemed to be a part thereof pursuant to the rules and regulations under the 1933 Act, but only as of the actual time that information is first used or filed with the Commission pursuant to Rule 424(b) under the 1933 Act. The Manager will furnish, make available to you, or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each Prospectus and Preliminary Prospectus (as amended or supplemented, if applicable, but excluding, for this purpose, unless otherwise required pursuant to rules or regulations under the 1933 Act, documents incorporated therein by reference) as soon as practicable after sufficient quantities thereof have been made available by the Issuer.

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