Sales to the Prospective Buyer Sample Clauses

Sales to the Prospective Buyer. If an Investor fails to elect to purchase all or part of its allotment of the Additional Securities described in the Subscription Right Notice within the time period described in Section 3.2, the Company shall be free to complete the proposed issuance or sale of Securities described in the Subscription Right Notice at a price and on other terms no less favorable to the Company than those set forth in the Subscription Right Notice. If the Company does not enter into such an agreement for the sale of such Securities within thirty (30) Business Days after the expiration of the time period described in Section 3.2, or if such agreement is not consummated within ninety (90) days after the execution thereof, such Subscription Rights shall be deemed to be revived and such Additional Securities shall not be issued or sold unless first reoffered to the Investors in accordance with this Article III.
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Sales to the Prospective Buyer. If the Biotest Stockholder waives its right to purchase its allotment of the New Preferred Securities or elects to purchase within the Election Period and then fails to purchase its allotment of the New Preferred Securities within the time period described in subsection (c), the Company shall be free to complete the proposed issuance or sale of New Preferred Securities described in the Issuance Notice with respect to which the Biotest Stockholder waived or failed to exercise the option set forth in this Section 5.1 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of New Preferred Securities to be issued or sold by the Company may be reduced).
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Sales to the Prospective Buyer. If any Pre-emptive Stockholder fails to purchase its allotment of the New Securities prior to the expiration of the Exercise Period, the Company shall be free to complete the proposed issuance or sale of New Securities described in the Issuance Notice with respect to which Pre-emptive Stockholders failed to exercise the option set forth in this Section 8 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of New Securities to be issued or sold by the Company may be reduced); provided, that (x) such issuance or sale is closed within 60 days after the expiration of the Exercise Period (subject to the extension of such 60 day period for a reasonable period of time to the extent necessary to obtain any Government Approvals) and (y) for the avoidance of doubt, the price at which the New Securities are sold is at least equal to or higher than the purchase price described in the Issuance Notice. In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the Pre-emptive Stockholders in accordance with the procedures set forth in this Section 8.
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Sales to the Prospective Buyer. The Company shall have sixty (60) calendar days from the date of the Issuance Notice to consummate the proposed issuance of any or all of such Additional Securities that the Major Stockholders have not elected to purchase at the price and upon terms that are not materially less favorable to the Company than those specified in the Issuance Notice; provided, however, if such issuance is subject to regulatory approval, such 60-day period shall be extended until the expiration of five (5) Business Days after all such approvals have been received, but in no event later than 180 calendar days from the date of the Issuance Notice. If the Company proposes to issue any Additional Securities (other than Excluded Securities) after such period, it shall again comply with the procedures set forth in this Section 6.01. Notwithstanding the foregoing, the Company shall not be obligated to consummate any proposed issuance of Additional Securities, nor be liable to any Major Stockholder if the Company has not consummated any proposed issuance of Additional Securities pursuant to this Section 6.01 for whatever reason, regardless of whether it shall have delivered an Issuance Notice in respect of such proposed issuance.
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Sales to the Prospective Buyer. After the expiration of the Overallotment Exercise Period and allotment and purchase of Offered Membership Interests pursuant to Section 3.08(b), the Company shall be free to complete the proposed issuance or sale of Offered Membership Interests described in the Overallotment Offer Notice with respect to which Members failed to exercise their Preemptive Right under Section 3.08(a) and (b) on terms no less favorable to the Company than those set forth in the Additional Issuance Notice (except that the amount of Offered Membership Interests to be issued or sold by the Company may be reduced); provided, that (x) such issuance or sale is closed within 30 business days after the expiration of the Overallotment Exercise Period (subject to the extension of such 30 business day period for a reasonable time not to exceed 60 business days to the extent reasonably necessary to obtain any government approvals) and (y) for the avoidance of doubt, the price at which the Offered Membership Interests are sold is at least equal to or higher than the purchase price described in the Additional Issuance Notice. In the event the Company has not sold such Offered Membership Interests within such time period, the Company shall not thereafter issue or sell any Offered Membership Interests without first again offering such securities to the Members in accordance with the procedures set forth in this Section 3.08.
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Sales to the Prospective Buyer. If Investor fails to elect to purchase all or part of its Pro Rata Portion allotment of the new Equity Securities described in the Issuance Notice within the time period described in subsection (c), the Company shall be free to complete the proposed issuance or sale of new Equity Securities described in the Issuance Notice at a price and on other terms no less favorable to the Company than those set forth in the Issuance Notice. If the Company does not enter into an agreement for the sale of such new Equity Securities within twenty (20) business days after the expiration of the time period described in subsection (c), or if such agreement is not consummated within sixty (60) days after the execution thereof, the pre-emptive right provided hereunder shall be deemed to be revived and such new Stock Purchase Agreement Equity Securities shall not be issued or sold unless first reoffered to the Investor in accordance with this Section 5.
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Related to Sales to the Prospective Buyer

  • Schedule of Receivables to the Transfer Notice As of the Cutoff Date, the information set forth in the Schedule of Receivables attached to the Transfer Notice shall be true and correct in all material respects.

  • Agreement to Provide Shareholder Information 1. Each Intermediary agrees to provide the Fund, upon written request, the following shareholder information with respect to Covered Transactions involving the Funds:

  • Address for Notices to Selling Stockholder Telephone: Fax: Contact Person:

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Future Reports to the Initial Purchasers At any time when the Company is not subject to Section 13 or 15 of the Exchange Act and any Securities remain outstanding, the Company will furnish to the Representative and, upon request, to each of the other Initial Purchasers: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the Financial Industry Regulatory Authority (“FINRA”) or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities (including the holders of the Securities), if, in each case, such documents are not filed with the Commission within the time periods specified by the Commission’s rules and regulations under Section 13 or 15 of the Exchange Act.

  • Xxxxx Purchases The Company acknowledges and agrees that Xxxxx has informed the Company that Xxxxx may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Xxxxx may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Xxxxx.

  • Pricing Information Provided Orally by Underwriters The public offering price is, as to each investor, the price paid by such investor. Number of shares: 1,449,303 Shares Annex A-1 Annex B Written Testing-the-Waters Communications None Annex B-1 Annex C-1 Form of Opinion of Counsel for the Company and Hxxxxxxx Xxxx Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Annex C-2-1 Exhibit A Form of Lock-Up Agreement March 11, 2019 J.X. Xxxxxx Securities LLC Gxxxxxx Sxxxx & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Hxxxxxxx Xxxx Incorporated --- Public Offering Ladies and Gentlemen: The undersigned understands that J.X. Xxxxxx Securities LLC and Gxxxxxx Sachs & Co. LLC, as representatives of the several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Hxxxxxxx Xxxx Incorporated, a Delaware corporation (the “Company”), Hxxxxxxx Xxxx Advisors, L.L.C., a Pennsylvania limited liability company, and the selling stockholder named in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A Common Stock, par value $0.001 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. References to shares of Common Stock shall be deemed to refer to shares of any class of stock of the Company. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 90 days after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than:

  • Shareholder Information Services (i) Make information available to shareholder servicing unit and other remote access units regarding trade date, share price, current holdings, yields, and dividend information.

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and

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