Solicitation Procedures. (i) Unless this Agreement has been terminated in accordance with its terms, neither Seller nor any of its Subsidiaries nor any Affiliate of any of them will take, nor will Seller permit any of them to take (nor will Seller, any of its Subsidiaries or any Affiliate of any of them authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Seller, any of its Subsidiaries or any such Affiliate to take), directly or indirectly, any action to (A) initiate, assist, solicit, negotiate, or encourage any offer, proposal or inquiry from any Third Party that constitutes, or would reasonably be expected to lead to, an Alternative Bid for the Acquired Assets or any transaction involving the Acquired Assets, (B) engage in any Business Combination with respect to Seller or any of its Subsidiaries, (C) reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Alternative Bid or Business Combination with Seller or any of its Subsidiaries or (D) furnish or cause to be furnished any information with respect to Seller or any of its Subsidiaries to any Third Party except in the ordinary course of business (other than to Purchaser and its Affiliates).
(ii) Notwithstanding anything to the contrary set forth in Section 6.7(d)(i) above, Seller may furnish non-public information with respect to Seller and the Assets to any Qualified Bidder and elicit information from a Qualified Bidder concerning its Qualified Alternative Bid, if and only if, before doing so: (1) Seller enters into with such Qualified Bidder a confidentiality agreement in reasonably customary form on terms not more favorable to such Qualified Bidder than the terms contained in the Confidentiality Agreement and Seller shall have previously provided such non-public information to Purchaser, and (2) the Board of Directors of Seller, after consultation with and having received the advice of independent legal counsel, determines in good faith that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties under Applicable Law.
(iii) Notwithstanding anything to the contrary set forth in Section 6.7(d)(i) above, Seller may furnish non-public information with respect to Seller and the Business to any Third Party and enter into discussions or negotiations with, any Third Part...
Solicitation Procedures. The Partnership has retained Xxxxx Funds Group to act as Solicitation Agent and for advisory services in connection with this proxy statement. In connection therewith, Xxxxx Funds Group will be paid reasonable and customary compensation and will be reimbursed for their reasonable out-of-pocket expenses, as described above under "Special Factors--Financing of the Merger--Costs Borne by the Purchaser." The Partnership has also agreed to indemnify Xxxxx Funds Group against specified liabilities and expenses including liabilities and expenses under federal securities laws. The Partnership will not pay any fees or commissions to any broker or dealer or other person, other than to Xxxxx Funds Group, for soliciting proxies in this solicitation. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the solicitation materials to the customers for whom they hold Units, and the Partnership will reimburse them for reasonable mailing and handling expenses incurred by them in forwarding proxy materials to their customers. REVOCATION OF PROXIES A proxy executed and delivered by a Unitholder may subsequently be revoked by submitting written notice of revocation to the Partnership. A revocation may be in any written form, including a later-dated proxy card, validly signed by a Unitholder as long as it clearly states that the Unitholder's proxy previously given is no longer effective. To prevent confusion, the notice of revocation must be dated. Notices of revocation should be delivered to Xxxxx Funds Group at the address or by facsimile as listed above. A Unitholder may also revoke its proxy by attending the special meeting and voting in person. If a Unitholder signs, dates and delivers a proxy to the Partnership and, thereafter, on one or more occasions, signs and delivers a later-dated proxy, the latest-dated proxy card is controlling as to the instructions indicated in that proxy and supersedes the Unitholder's prior proxy as embodied in any previously submitted proxy card. APPRAISAL RIGHTS Neither the partnership agreement nor Massachusetts law provides rights of appraisal or similar rights to Unitholders whether or not Unitholders abstain or vote for or against the merger. As a result, if Unitholders holding a majority of the Units approve the merger and if the merger is completed, the Partnership will be merged with and into the Purchaser and all unaffiliated Unitholders, including those who do not approve the merger, wil...
Solicitation Procedures. You or a person acting on your behalf shall furnish to each offeree, concurrently with making an offer to such offeree (and its purchaser representative, if such a representative has been selected), a numbered copy of the Memorandum, and shall maintain adequate records of each person to whom a Memorandum has been delivered. At the end of each calendar month, you will send a Selling Agency Agreement ________________/Xxxxxx Futures Fund, L.P. (US) 2 report to the General Partner, which will include such information as the Suitable Investors’ names, Memorandum numbers and states to which the Memorandum was delivered. Each person desiring to purchase an Interest in the Offering shall be required to execute and deliver to the Fund a completed and executed subscription document, and pay the full amount of the subscription in accordance with the instructions in the subscription documents. You shall transmit a copy of each Selling Agent Investor’s (or Suitable Investor’s, as appropriate) original subscription document received by you to the Fund at the address listed in the subscription documents as soon as received.
Solicitation Procedures. You or a person acting on your behalf shall furnish to each offeree, concurrently with making an offer to such offeree (and its purchaser representative, if such a representative has been selected), a numbered copy of the Memorandum, and shall maintain adequate records of each person to whom a Memorandum has been delivered. At the end of each calendar month, you will send a report to the General Partner, which will include such information as the Suitable Investors’ names, Memorandum numbers and states to which the Memorandum was delivered. Each person desiring to purchase an Interest in the Offering shall be required to execute and deliver to the Fund a completed and executed subscription document, and pay the full amount of the subscription in accordance with the instructions in the subscription documents. You shall transmit a copy of each Selling Agent Investor’s (or Suitable Investor’s, as appropriate) original subscription document received by you to the Fund at the address listed in the subscription documents as soon as received.
Solicitation Procedures. Each person desiring to purchase Preferred Shares in the Offering shall be required to execute and deliver to the Company the applicable Subscription Documents and a payment, by check or wire transfer, in the amount of $4.00 per Preferred Share for the total amount of the Preferred Shares purchased, payable to "4net Software, Inc. Special Account." By way of example, if an Investor purchased the minimum subscription of 10,000 Preferred Shares, the Investor must make a payment, by check or wire transfer, in the amount of $40,000 payable to the Company. You shall transmit each investor's check or wire confirmation and original Subscription Documents received by you to the Company care of the address listed on the Subscription Documents, retaining a copy of each for your files. The Company shall deposit the checks directly in its Special Account.
Solicitation Procedures. . i. The parties acknowledge and agree that the Offering will be made through the website xxx.xxxxx.xxx and potentially other crowd funding platforms (the “Online Platform”). Online sales covered by this Agreement shall be made primarily through the Online Platform. ii. The Company has provided to NCPS the current version of the Company’s Form 1A Offering Statement for the Offering and the offering circular contained therein (the final version, as amended and supplemented, is referred to as the “Offering Circular”), and the definitive subscription and governance documents for the Company. Upon completion of preliminary due diligence by NCPS, acceptance of the Offering for placement and commencement of NCPS’s participation in the Offering, the Offering Circular and any printed sales literature or other materials authorized by the Company to be used in the Offering (“Authorized Sales Materials”) will comprise the offering materials for the Offering (the “Offering Materials”), which may be made available on the Online Platform, subject to the limitations set forth in this Agreement with respect to Authorized Sales Materials. NCPS is not, and in its agreements with the Dealers NCPS will require that the Dealers agree that they are not, authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Offering Materials. NCPS agrees, and in its agreements with the Dealers will require that the Dealers agree, that the Offering Circular will be available to each investor to whom an offer is made prior to accepting a subscription agreement from such investor. Except for the Authorized Sales Materials, the Company has not authorized the use of any supplemental literature or sales materials in connection with the Offering and NCPS agrees, and in its agreements with the Dealers NCPS will require the Dealers to agree, not to use any material unless it has been authorized by the Company and provided to NCPS or the Dealers by the Company. NCPS agrees, and in its agreements with the Dealers NCPS will require each Dealer to agree, that it will not show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public and such parties agree that they will not ma...
Solicitation Procedures. Each person desiring to purchase Shares in the Offering shall be required to execute and deliver to each Company the applicable Subscription Documents and a check in the amount of $0.25 per Share for the amount purchased of each Company's Shares made payable to each
Solicitation Procedures. Each person desiring to purchase Shares in the Offering shall be required to execute and deliver to each Company the applicable Subscription Documents and a check in the amount of $0.25 per Share for the amount purchased of each Company's Shares made payable to each of "Algiers Resources, Inc.", "Balstron Corporation", "Daliprint, Inc.", "Hartscup Corporation", "Mayall Partners, Inc.", "PSLRA, Incorporated", "Regal Acquisitions, Inc.", "Spacial Corporation", "Voyer One, Inc.", "Voyer Two, Inc." By way of example, if an Investor purchased the minimum subscription of 2,000 Shares of each Company, the Investor must make a check in the amount of $500 payable to each Company. You shall transmit each investor's check and original Subscription Documents received by you to the Companies care of the address listed on the Subscription Documents, retaining a copy of each for your files. Each Company shall deposit the checks directly in their respective corporate accounts.
Solicitation Procedures. Each person desiring to purchase Shares will be required to sign and complete a Subscription Agreement. Each investor will make his or her check payable to the order of "The Bank of Denver, Fan Energy Inc., Escrow Account" in the amount of the purchase price of the Share. You agree to promptly deliver the original Subscription Agreement as signed by the investors, together with the investor's subscription funds directly to the Escrow Agent on or before noon of the first business day following the date of receipt of the investor's funds. You are not permitted to sign a Subscription Agreement for any investor. The Bank of Denver, Denver, Colorado is the Escrow Agent in connection with the Offering in accordance with the terms of the Fund Escrow Agreement. You agree to sign and become a party to the Fund Escrow Agreement and to sign a counterpart of the agreement at or before the time when you first transmit investor funds to the Escrow Agent. Upon receipt of the investor's funds from the Company or a Selected Dealer, the Escrow Agent will deposit the funds in the Escrow Account. Until such time as at least $300,000 in investor funds have been deposited with the Escrow Agent by the Selected Dealer(s) and the Company, the Company will have no right to obtain any funds held in the Escrow Account by the Escrow Agent and no subscriber shall have any right to return of his funds, except as described in the Fund Escrow Agreement. The right of the Company or you to receive funds from the Escrow Account is subject to the terms of the Fund Escrow Agreement. You agree to offer the Shares only in jurisdictions which you are properly qualified or registered, as required by applicable law, to offer or sell securities, and which jurisdictions are identified to you by the Company as a jurisdiction where the offering may be lawfully made. At or prior to the delivery of funds by the Escrow Agent to the Company, as described in the Fund Escrow Agreement, you agree to deliver to the Company, if so requested by the Company, a certificate stating (i) the identification of each subscriber whose funds you transmitted to the Escrow Agent, together with the number of Shares purchased, and the number of purchasers in each state and (ii) that your representations and warranties contained in Section 8 hereof are true and correct with the same effect as though expressly then made and that you have complied with the covenants contained in Section 9 hereof.
Solicitation Procedures
