Securities Offering Sample Clauses

Securities Offering. In the event that any stock or other securities are offered for sale to the Voting Trust as the holder of the Subject Shares, the Trustees shall give written notice to the holders of Trust Certificates of such offer not more than ten (10) days after the Trustees are notified of such offer or such fewer number of days (but in no event less than two (2)) after the Trustees are notified of such offer as is reasonably necessary in order to permit the holders of Trust Certificates to accept such offer in the event that acceptance thereof must be made by a time sooner than the tenth (10th) day after the Trustees are notified of such offer. If any holder of a Trust Certificate notifies the Trustees of his desire to accept such offer and tenders the purchase price for such stock or securities to the Trustees, the Trustees shall accept the offer to the extent of the amount tendered. Upon receipt of the certificates or other documents evidencing such stock or securities, the Trustees shall distribute such certificates or documents to such Trust Certificate holder, endorsed in blank, unless such stock or securities are Voting Stock, in which event the Trustees shall retain such certificates or other documents and issue to such Trust Certificate holder one or more Trust Certificates evidencing ownership of such stock or securities.

Securities Offering. 5.12(e) Solvency Opinion.......................... 5.13(b)(ii) Spinco ............................................

Securities Offering. Within nine months after the Closing Date, the Borrower (a) shall have completed a private placement of equity or (b) shall have engaged one or more investment bank reasonably acceptable to the Administrative Agent to publicly sell or privately place common equity securities, in each case, the net proceeds of which shall equal or exceed the amount of the Obligations and shall be available to repay the Obligations on or before the Maturity Date ("Securities Offering"). Notwithstanding anything to the contrary contained herein, in the event of a failure by the Borrower to initiate a Securities Offering within nine months after the Closing Date, the Borrower shall engage a financial institution reasonably acceptable to the Administrative Agent to pursue the issuance of Debt in an amount sufficient to repay in full in cash the Obligations.

Securities Offering. Notwithstanding any of the foregoing in this Article XII, in connection with any offering of securities by Owner or Operator or an Affiliate thereof (the “Issuer”), in which Gol▇▇▇▇, ▇ac▇▇ & Co. or an Affiliate thereof (the “GS Entity”) is involved as underwriter, dealer, agent or other similar participant, nothing in this agreement shall (i) prevent either the Issuer or the GS Entity from complying with all applicable disclosure laws, regulations and principles in connection with such offering or sale of securities, (ii) restrict the ability of the GS Entity to consider information for due diligence purposes or to share information with other underwriters participating in such offering or sale of securities, (iii) prevent the GS Entity from retaining documents or other information in connection with due diligence or (iv) prevent the GS Entity from using any such documents or other information in investigating or defending itself against claims made or threatened by purchasers, regulatory authorities or others in connection with such an offering or sale of securities.

Securities Offering. None of the Note Parties nor any of its representatives has taken or will take any action which would subject the issuance or sale of any of the Notes to the provisions of Section 5 of the Securities Act or violate the provisions of any securities or blue sky laws of any applicable jurisdiction.

Securities Offering. For purposes of § 243.100(b)(2)(iv): (1) Under ▇▇▇▇▇▇ offerings. A securities offering that is underwritten com- mences when the issuer reaches an un- derstanding with the broker-dealer that is to act as managing underwriter and continues until the later of the end of the period during which a dealer must deliver a prospectus or the sale of the securities (unless the offering is sooner terminated); (2) Non-under ▇▇▇▇▇▇ offerings. A secu- rities offering that is not underwritten:

Securities Offering. Following the Closing Date, ERSD shall initiate and use its best efforts to conduct an offering of its securities to raise up to US$1,500,000.

Securities Offering. Borrower shall have consummated its initial public offering of common stock and have received opening paid-in capital of no less than Twenty One Million Six Hundred Seventy Six Thousand and 00/100 Dollars ($21,676,000.00) on or before the Closing Date.

Securities Offering. In connection with the Closing, Parent shall sell Series A to purchasers under that certain Securities Purchase Agreement, dated as of the date of this Agreement, between Parent and the purchasers, and shall have received $600,000 in gross proceeds thereunder. The Series A shall be convertible into 120 million shares of Parent’s common stock. Parent shall offer the Series A in units with a number of five-year warrants equal to 50% of the number of shares of common stock issuable under conversion of the Series A. The warrants shall contain standard cashless exercise provisions, be exercisable for five-years and automatically be exercised immediately prior to expiration if in-the-money.