Securities Offerings. All offers and sales of the Company’s capital stock and debt or other securities prior to the date hereof were made in compliance with or were the subject of an available exemption from the Securities Act and the Securities Act Regulations and all other applicable state and federal laws or regulations, or any actions under the Securities Act and the Securities Act Regulations or any state or federal laws or regulations in respect of any such offers or sales are effectively barred by effective waivers or statutes of limitation.
Securities Offerings. Following the closing of the Offering, if at any time from twelve (12) months following the date of such closing, should the Company, in its sole discretion, propose to effect a further financing, the Company shall offer to the Placement Agent the opportunity to participate as a sole bookrunner or exclusive placement agent or exclusive sales agent in respect of such financing on terms and conditions mutually acceptable to the Company and the Placement Agent. The Placement Agent may decline such participation interest in its sole and absolute discretion and will notify the Company as to its decision as to whether to participate no later than the fifth business day following notification of such proposed financing. The terms of such engagements shall be set forth in separate agreements and may be subject to, among other things, satisfactory completion of due diligence by the Placement Agent, market conditions, the absence of adverse change to the Company’s business or financial condition, approval of the Placement Agent’s internal committee and any other conditions that the Placement Agent may reasonably deem appropriate for transactions of such nature. The Company will notify the Placement Agent in writing of its intention to pursue such further financing, and the Placement Agent will advise the Company promptly of the Placement Agent’s election to participate in such financing (but in no event no later than five (5) business days following the Company’s notice to the Placement Agent). If such proposed financing is not accepted by the Placement Agent, but later materially modified as to the scope and nature of the proposed financing, the Company will re-submit such then proposed financing in writing to the Placement Agent and the Placement Agent will be subject to the same five (5) business day notice provision to advise of its election to participate in the proposed financing. The Placement Agent’s election not to participate with respect to a particular proposed financing will not adversely affect its rights hereunder with respect to any other proposed financing of the Company during the period referred to above. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate this Agreement for cause in compliance with FINRA Rule 5110(g)(5)(B).
Securities Offerings. Neither you nor any of your Owners shall issue or sell, or offer to issue or sell, any of your securities or any securities of any of your Affiliates, regardless of whether such sale or offer would be required to be registered pursuant to the provisions of the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction, without our mutual written agreement and complying with all of our requirements and restrictions concerning use of information about us and our Affiliate, if applicable. Neither you nor any of your Owners may issue or sell your securities or any securities of any of your Affiliates if: (a) such securities would be required to be registered pursuant to the Securities Act of 1933, as amended, or such securities would be owned by more than thirty-five (35) persons; or (b) after such issuance or sale, you or such Affiliate would be required to comply with the reporting and information requirements of the Securities Exchange Act of 1934, as amended, hereinafter defined as “Publicly Held Entity,” or (c) the result would be that the initial Owners would own less than fifty-one percent (51%) of your and/or your Affiliates’ securities and voting rights. Any proposed private placement of your securities or the securities of your Affiliates must be approved by us and our legal counsel prior to the offering of securities. You shall pay the costs of our review and associated legal fees.
Securities Offerings. (a) Except as set forth on SCHEDULE 4.26, since the consummation of the merger pursuant to the Merger Agreement, the Company has not sold any securities other than securities registered pursuant to the Securities Act.
Securities Offerings. The offering and issuance of shares of --------------------- PARENT Common Stock in the Merger shall be in compliance with the Securities Act and all other applicable securities Laws to the satisfaction of PARENT and TARGET and each of their respective counsel. TARGET and holders of TARGET Capital Stock shall have taken all steps reasonably required by PARENT to ensure such compliance. TARGET shall have delivered to PARENT such documentation as may be reasonably required to establish compliance under the Securities Act and all other applicable securities Laws in connection with the issuance of Merger Shares and other consideration by PARENT pursuant to this Agreement.
Securities Offerings. All offers and sales of the Company’s capital stock and debt or other securities by the Company (or others on the Company’s behalf) prior to the date hereof were made in compliance with or were the subject of an available exemption from registration under the Securities Act and the Securities Act Regulations and all other applicable state and federal laws or regulations, or any actions under the Securities Act and the Securities Act Regulations or any state or federal laws or regulations in respect of any such offers or sales are effectively barred by effective waivers or statutes of limitation. The Company has not, prior to the date hereof, made any offer or sale of securities which could be “integrated” for purposes of the Securities Act and the Securities Act Regulations with the offer and sale of the Shares pursuant to the Registration Statement and the Prospectus; and except as disclosed in the Pricing Disclosure Package and the Prospectus, the Company has not sold or issued any security during the 180-day period preceding the date of the Prospectus, including but not limited to any sales pursuant to Commission Rule 144A or Commission Regulations D or S under the Securities Act, other than shares of Common Stock used pursuant to employee benefit plans, qualified stock option plans or the employee compensation plans or pursuant to outstanding options, rights or warrants pursuant to SEC Rule 701 as described in the Pricing Disclosure Package and the Prospectus.
Securities Offerings. (a) Except as set forth on Schedule 4.27, since the date of its initial public offering, the Company has not sold any securities other than securities registered pursuant to the Securities Act. The sale of the Securities to the Purchaser hereunder and the issuance of the Conversion Shares and the Supplemental Warrant Shares complies with all federal and state securities laws.
Securities Offerings. Sell or offer to sell any securities, or permit any of its Subsidiaries to offer or sell any securities, in one or more related transactions, unless
Securities Offerings. Subject to the accuracy of the Purchaser's representations and warranties made in Section 4 hereof to the Corporation, (i) the offer, sale and issuance of the Preferred Shares to the Purchaser in conformity with the terms of this Agreement, and (ii) the issuance to the Purchaser of the Reserved Common Shares, each constitute or will constitute transactions exempt from the registration requirements of Section 5 of the Securities Act and the registration or qualification requirements of any applicable state securities or "blue sky" laws.
Securities Offerings. All materials required for any offer or sale of securities of DEVELOPER by federal or state law shall be submitted to FRANCHISOR for review, approval, and consent prior to their being filed with any government agency; and any materials to be used in any exempt offering shall be submitted to the FRANCHISOR for review, approval and consent prior to their use. No DEVELOPER offering shall imply (by use of the Proprietary Marks or otherwise) that FRANCHISOR is participating as an underwriter, issuer, or offeror of DEVELOPER's or FRANCHISOR's securities; and the FRANCHISOR's review of any offering shall be limited solely to the subject of the relationship between DEVELOPER and FRANCHISOR. DEVELOPER and the other participants in the offering must fully indemnify FRANCHISOR in connection with the offering (subject to such limitations which are customary in offerings of this nature). For each proposed offering, DEVELOPER shall pay to FRANCHISOR a non-refundable fee of Five Thousand Dollars ($5,000.00), or such greater amount necessary to reimburse FRANCHISOR for its reasonable costs and expenses associated with reviewing the propose offering, including, without limitation, legal and accounting fees. If the documentation with respect to any such offer or sale is significantly less than what would normally be required in the case of such an offering, then the fee DEVELOPER shall pay to FRANCHISOR for its costs and expenses shall be adjusted downward in order to reflect the amount of time actually expended in connection with such review. DEVELOPER shall give FRANCHISOR written notice at least ninety (90) days prior to the date of commencement of any such offering. Any such offering shall be subject to FRANCHISOR's right of first refusal, as set forth in Section 9.4 hereof.
