PUBLIC OR PRIVATE OFFERINGS Sample Clauses

PUBLIC OR PRIVATE OFFERINGS. Licensee shall not refer to this License or NFLP, the NFL or its Members Clubs or affiliates in any public or private offering, or other securities or financing document, without NFLP's prior written consent and then only on such conditions as NFLP deems appropriate in its discretion.
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PUBLIC OR PRIVATE OFFERINGS. In the event Franchisee shall attempt to raise or secure funds by the sale of securities (including, without limitation, common or preferred capital stock, bonds, debentures, limited liability company or partnership interests), Franchisee, recognizing that the literature used with respect thereto may reflect upon Company, agrees to submit all such sales literature or prospectuses to Company and to obtain the written approval of Company of the method of financing prior to any offering or sale of any securities. Each prospectus, circular, or other sales literature utilized in any securities offering shall, at Company's discretion, contain the following language in bold-face type on the first textual page thereof: "STERLING HOUSE CORPORATION and its affiliates have not passed upon the accuracy or adequacy of the statements made herein nor are they nor will they be responsible for the inaccuracy or inadequacy of the same. Neither STERLING HOUSE CORPORATION nor its affiliates will share in any of the proceeds of this offering and make no recommendation respecting the advisability of purchasing the investment contemplated by this offering." Franchisee agrees to indemnify and hold Company, its affiliates, and their officers, directors, employees and agents harmless from any and all claims, demands or liabilities arising from the offer or sale of any securities, whether asserted by a purchaser of any of the securities or by a governmental agency. Company shall have the right to defend all claims asserted against it or the persons delineated herein.
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PUBLIC OR PRIVATE OFFERINGS. No information respecting us or our Affiliates or the operation of the Pretzel Time System shall be included in any registration statement, prospectus or similar offering circular or memorandum, unless you have submitted the proposed offering materials to us for our consent and we have consented to such materials in writing. If we, in our sole discretion, object to any reference to us or our Affiliates or the Pretzel Time System in any offering materials, such materials shall not be used unless and until our objections are withdrawn. Our written consent to any offering materials shall not imply or constitute our approval with respect to the sale of the securities, the offering materials submitted to us or any other aspect of the offering. We assume no responsibility whatsoever for any offering. To cover the expenses we incur in connection with reviewing and consenting to any offering materials you submit to us, you must pay to us our then current fee or $7,500, whichever is greater. You, the underwriters and all participants in the registration must fully indemnify us with respect to the registration, make clear in any offering materials that we are not participating in or endorsing the offering, and use our name only as directed by us. ARTICLE
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PUBLIC OR PRIVATE OFFERINGS. In the event Franchisee (or any of its Owners) shall, subject to the restrictions and conditions of Transfer contained in Section 17, attempt to raise or secure funds by the sale of securities (including, without limitation, common or preferred stock, bonds, debentures or general or limited partnership interests) in Franchisee or any affiliate of Franchisee, Franchisee, recognizing that the written information may reflect upon Pretzel Time, agrees to submit any such written information used with respect thereto prior to its inclusion in any registration statement, prospectus or similar offering circular or memorandum and to obtain Pretzel Time's written consent to the method of financing prior to any offering or sale of such securities. Pretzel Time's written consent pursuant to this Section shall not imply or constitute Pretzel Time's approval with respect to the sale of the securities, the offering literature submitted to Pretzel Time or any other aspect of the offering. No information respecting Pretzel Time shall be included in any disclosure document unless such information has been furnished by Pretzel Time in writing pursuant to Franchisee's written request, in which Franchisee states the specific purposes for which the information is to be used. Should Pretzel Time, in its sole discretion, object to any reference to it or its business or to the relationship of Franchisee or a controlled affiliate in such offering literature or prospectus, such literature or prospectus shall not be used unless and until Pretzel Time's objections are withdrawn. Pretzel Time assumes no responsibility whatsoever for any offering. Franchisee shall pay Pretzel Time's expenses in connection with the offering or proposed offering. The prospectus or other literature utilized in any such offering shall contain the following language in bold-face type on the first textual page thereof: PRETZEL TIME, INC. IS NOT DIRECTLY OR INDIRECTLY THE ISSUER OF THE SECURITIES OFFERED HEREBY AND ASSUMES NO RESPONSIBILITY WITH RESPECT TO THIS OFFERING AND/OR THE SUFFICIENCY OR ACCURACY OF THE INFORMATION SET FORTH HEREIN, INCLUDING ANY STATEMENTS WITH RESPECT TO PRETZEL TIME, INC. PRETZEL TIME, INC. DOES NOT ENDORSE OR MAKE ANY RECOMMENDATION WITH RESPECT TO THE INVESTMENT CONTEMPLATED BY THIS OFFERING. Franchisee (and each of its Owners) agrees to indemnify, defend and hold harmless Pretzel Time, its parent company, subsidiaries, and Affiliates and their officers, directors, employees and a...
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PUBLIC OR PRIVATE OFFERINGS. DEVELOPER acknowledges and agrees that it is the intent of COMPANY and DEVELOPER that DEVELOPER not be or become a public company or "reporting company" (as defined in Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, or otherwise) including by way of an initial public offering or a transfer to or merger with an existing public company. Accordingly, DEVELOPER agrees that securities of DEVELOPER or an entity owning a direct or indirect equity interest in DEVELOPER or this Agreement, or any Store, Franchise Agreement or License Agreement may not be offered pursuant to a public offering. DEVELOPER further agrees that such securities will not be 59 66 offered pursuant to a private placement without COMPANY's prior written consent. COMPANY hereby grants its consent to a private placement of securities by DEVELOPER provided that DEVELOPER ensures that: (1) such private placement complies with all applicable federal, state and local laws governing offerings of securities and all applicable agreements between DEVELOPER and COMPANY or its Affiliates; (2) such private placement complies with each of the relevant transfer procedures, requirements and limitations contained herein; (3) such private placement does not result in any change in operating control of DEVELOPER or any of DEVELOPER Stores or in the parties owning a Controlling Interest or in the individual or individuals controlling the management, policies or decision-making power of DEVELOPER; (4) each person or entity receiving securities under such private placement shall be an accredited investor, as defined by applicable law, and shall have been identified and be reasonably acceptable to COMPANY; provided, however, that DEVELOPER may allow unaccredited investors to receive securities if DEVELOPER has complied with applicable law with respect thereto; (5) a draft of any offering memorandum or information proposed to be used in connection with any such private placement is submitted to COMPANY for review and comment within a reasonable time prior to its use, that the reasonable comments and suggestions of COMPANY thereto are given due consideration and that a final version of such memorandum or information be provided to COMPANY at least five (5) days prior to its distribution to prospective investors; (6) any offering memorandum or information used in connection with any such private placement shall clearly state that it is not an offering by COMPANY and that COMPANY has n...
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PUBLIC OR PRIVATE OFFERINGS. If the Area Developer (or any of Area Developer's owners) attempts to raise or secure funds by the sale of securities, the Area Developer is obligated to pay Pretzel Time's then current fee to cover Pretzel Time's expenses in connection with the offering or proposed offering. Currently, that fee is Ten Thousand Dollars ($10,000.00). Such fee shall be payable by Area Developer to Pretzel Time in cash upon demand.
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PUBLIC OR PRIVATE OFFERINGS. If the Area Developer (or any of Area Developer's owners) attempts to raise or secure funds by the sale of securities, the Area Developer is obligated to pay Pretzel Time's then current fee to cover Pretzel Time's expenses in connection with the offering or proposed offering. Currently, that
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PUBLIC OR PRIVATE OFFERINGS. Neither Owner nor Management Company (as an "issuing party") shall make reference to the other party (the "non-issuing party) or any of its Affiliates in any prospectus, private placement memorandum, offering circular or offering documentation related thereto (collectively referred to as the "Prospectus"), issued by the issuing party, unless the non-issuing party has received a copy of all such references. In no event will the non-issuing party be deemed a sponsor of the offering described in any such Prospectus, nor will it have any responsibility for the Prospectus, and the Prospectus will so state. The issuing party shall be entitled to include in the Prospectus an accurate summary of this Agreement but shall not include any proprietary xxxx of the non-issuing party without prior written consent of the non-issuing party. The issuing party shall indemnify, defend and hold the non-issuing party and its Affiliates (and their respective directors, officers, shareholders, employees and agents) harmless from and against all loss, costs, liability and damage (including attorneys' fees and expenses, and the cost of litigation) arising out of any Prospectus or the offering described therein.
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Related to PUBLIC OR PRIVATE OFFERINGS

  • Private Offering 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”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that 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 and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • 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

  • 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.

  • 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.

  • 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.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Service Offerings Our Services vary and particular descriptions of such Services can be found at points where you access each respective Service. We genera ly provide the Services to you free of charge, unless otherwise noted at the time the Services are presented to you for acceptance and use. Use of our Services is subject to your agreement with this XXXX and your compliance with same. We make no representation or warranty with respect to the quality, accuracy and/or completeness of the Services. We may suspend, modify, terminate and/or alter the Services at any time and for any reason, in our sole discretion.

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Offerings Subject in part to the truth and accuracy of Investor's representations and warranties set forth in this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  • Private Offering by the Company Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than five other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

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