Proposed Offering Sample Clauses
The 'Proposed Offering' clause defines the specific securities, products, or services that are being offered under an agreement. It typically outlines the nature, quantity, and key terms of what is being made available, such as shares in a company, units in a fund, or other financial instruments. By clearly specifying the subject of the transaction, this clause ensures that all parties have a mutual understanding of what is being offered, thereby reducing the risk of misunderstandings or disputes regarding the scope of the agreement.
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Proposed Offering. Ladies and Gentlemen: The undersigned understands that you (“AGP” or the “Placement Agent”) propose to enter into or have entered into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (i) shares of Class A common stock, par value $0.00001 per share (the “Common Stock”), of Momentus Inc., a Delaware corporation (the “Company”), (ii) warrants to purchase shares of Common Stock (the “Common Warrants”), and (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”, and together with the Common Warrants, the “Warrants,” and collectively with the Common Stock, the “Securities”). In consideration of the execution of the Placement Agency Agreement by AGP, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of AGP, the undersigned will not, directly or indirectly, (a) offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction that is designed to, or could reasonably 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 effective date of this Agreement (such 90-day period, the “Lock-Up Period”).
Proposed Offering. Contractor is proposing equipment, supplies, and maintenance for all fifty States, Washington D.C. and Puerto Rico.
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").
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 ▇▇▇▇▇▇▇▇▇ as a consultant.
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.
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.
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
Proposed Offering