Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares. (b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. (c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer. (d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions. (e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing. (f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 3 contracts
Samples: Placement Agency Agreement (Super League Gaming, Inc.), Placement Agency Agreement (Super League Gaming, Inc.), Placement Agency Agreement (Super League Gaming, Inc.)
Subscription and Closing Procedures. (a) The Company OPCO and Issuer shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company OPCO and Issuer shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group OPCO and Issuer and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyIssuer, OPCO, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Issuer and OPCO will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, which calculation shall include the exchange of the Convertible Notes for Units, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares Units sold. Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Preferred Shares by the Company. The Shares Executed certificates for the Common Stock and Warrants will be issued made available to the investors in Placement Agent for checking and packaging at least one business day prior to each Closing. The Company’s transfer agent, to be engaged prior to the Offering in book entry format at First Closing, shall be instructed by the Company to deliver such Common Stock certificates and Warrants within a commercially reasonable time after each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 3 contracts
Samples: Placement Agency Agreement (Motus GI Holdings, Inc.), Placement Agency Agreement (Motus GI Holdings, Inc.), Placement Agency Agreement
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement (in the “Subscription Documents”)form annexed to the Memorandum and the accredited investor certification attached thereto, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price Per Unit for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") with American Stock Transfer & Trust Company, acting as escrow agent (the "Escrow Agent") established for such the purpose with Signature Bank, New York, New York (the “Escrow Agent”)of holding subscription funds prior to a Closing. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent or the Company can reject any subscriptions for any reason. Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthat portion of the Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Date. Additional Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Units sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery by the Company of the Shares by Securities comprising the CompanyUnits at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. The Shares Executed Securities and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Placement Agency Agreement (Home Director Inc), Placement Agency Agreement (Home Director Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original omnibus signature pages page to the Subscription Securities Purchase Agreement (and the “Subscription Documents”)accredited investor certification attached thereto, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price per Security for the number of Shares Securities desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, New York acting as escrow agent (the “"Escrow Agent”)") established for the purpose of holding subscription funds prior to a Closing. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent can reject any subscriptions for any reason. The Company will either accept or reject, for any or no reason, reject the Subscription Documents Securities Purchase Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Securities Purchase Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If Once subscriptions for at least the Minimum Offering Amount Securities have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Company and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing an initial closing shall be held promptly with respect to Shares soldthe Securities sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold in accordance with the terms hereof until the Termination Date and additional closings (each a “Closing”) Date. Additional Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Securities sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forSecurities offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery by the Company of the Shares by Securities comprising the CompanySecurities at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent pursuant to Section 5(i) hereof as of such Closing. The Shares Executed Securities and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents subscriptions for at least the Minimum Offering Amount Securities have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Miv Therapeutics Inc), Securities Purchase Agreement (Miv Therapeutics Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement (in the “Subscription Documents”)form annexed to the Memorandum and the accredited investor certification attached thereto, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price Per Unit for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, New York acting as escrow agent (the “"Escrow Agent”)") established for the purpose of holding subscription funds prior to a Closing. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent or the Company can reject any subscriptions for any reason. Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthat portion of the Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Date. Additional Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Units sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery by the Company of the Shares by Securities comprising the CompanyUnits at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. The Shares Executed Securities and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Placement Agency Agreement (Home Director Inc), Placement Agency Agreement (Home Director Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of any offering documents (the Memorandum, “Offering Documents”) related to the Offering and hereby consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Offering Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Documents or to use any offering materials other than those contained in the Memorandum Offering Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser investor will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Offering Documents”), which may include, but not be limited to, Securities or Stock Purchase Agreement, Registration Rights Agreement, Anti-Money Laundering Form, Accredited Investor Certification, and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferOffering Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Documents, the investor’s check or other good funds will be forwarded directly by the investor to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)Company. All such funds for subscriptions will be held in the Escrow Account pursuant Subject to the terms receipt of an escrow agreement among subscriptions for the Companyamount for Closing, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Offering Documents in a timely fashion and at each the Closing, the Company if applicable. will countersign the Subscription Offering Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agent. The Company will forward directly to the subscribersinvestors the documents countersigned by the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers investors incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for the closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Company and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and the Securities sold until (the Termination Date and additional closings (each a “Closing”) may from time ). Prior to time be conducted at times mutually agreed to by the Placement Agent and occurrence of a Closing, the Company with respect shall not be permitted to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forutilize any funds received by any investors. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account Securities will be made at each the time of the Closing at the Placement Agent’s office against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. Executed certificates for the Securities will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of the Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at each stock transfer agent within ten (10) business days following the Closing. At the Closing, the Company will deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the Securities being sold.
(f) If Subscription Offering Documents for at least the Minimum amount for the Offering Amount have has not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent Company will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers investors for the Shares Securities to be promptly returned to such subscribers investors without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Placement Agent Agreement (Synaptogenix, Inc.), Placement Agent Agreement (Synaptogenix, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement (in the “Subscription Documents”)form annexed to the Memorandum, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price Per Unit for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") with American Stock Transfer & Trust Co., acting as escrow agent. established for such the purpose with Signature Bank, New York, New York of holding subscription funds prior to a Closing (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent can reject any subscriptions for any reason. Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthat portion of the Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Units sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Securities comprising the Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(j) hereof as of such Closing. The Shares Executed Securities and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to each Closing Date, and will be made available to the investors in Placement Agent for review and packaging at the Offering in book entry format Placement Agent's office at each Closingleast one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Placement Agency Agreement (Smartserv Online Inc), Placement Agency Agreement (Smartserv Online Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to page for the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in to the Escrow Agent (as defined below) of the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Placement Agent’s (as defined below) right to accept approve acceptance of a check by the Escrow Agent in lieu of a wire transfer.
(d) All funds for subscriptions received from the Offering by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) , if any, will be promptly forwarded by to the Placement Escrow Agent and deposited for deposit into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all reasonable fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, Closing the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, as to which the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) (the date on which a Closing occurs is sometimes referred to as a “Closing Date”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock and Warrants will be in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the Placement Agent for checking and packaging at the Placement Agent’s office at each Closing or within ten (10) business days following a Closing. At the final Closing or within ten (10) business days thereafter, the Agent Warrants will be issued to in such quantities and names as the investors in the Offering in book entry format at each ClosingPlacement Agent may request.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 2 contracts
Samples: Placement Agency Agreement, Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)
Subscription and Closing Procedures. (a) The Units sold in the Offering will be sold pursuant to Subscription Agreements between the Company shall cause to be delivered and the subscribers in the Offering in the form annexed to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Units in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, New York York. (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the Company, the Placement Agent Selected Dealer and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all of the Escrow Agent's customary fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“"Final Closing”") to occur within ten (10) 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Company's offices against delivery of the Shares Units by the Company at the address set forth in Section 14 hereof (or at such other place as may be designated by the Company). The Shares Executed certificates for the Common Stock, Warrants and the Selected Dealer's Warrants will be issued in such authorized denominations and, with respect to investors located by the Selected Dealer, will be registered in such names as the Selected Dealer may request and will be made available to the investors in Selected Dealer for checking and packaging at the Offering in book entry format at Selected Dealer's office as soon as practicable following each Closingclosing.
(fd) If Subscription Documents subscriptions for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of the Company and the Placement Agent’s written directionSelected Dealer, cause all monies received from subscribers located by the Selected Dealer for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent Agents copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent Agents and its their agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agents with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent Agents and its their representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement AgentAgents. The Company recognizes and agrees that the Placement Agents (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All Simultaneously with the delivery to the Placement Agents of the Subscription Documents, the subscriber’s check or other good funds for subscriptions received will be forwarded directly by the Placement Agent from the Offering (not otherwise wired directly subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent Agents and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent Agents for distribution to the subscribers. The Company will give notice to the Placement AgentAgents of its acceptance of each subscription. The Company, or the Placement Agents on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agents upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by among the Company and the Placement Agent and the Company Agents with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each Closing at the Placement Agents’ offices against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agents), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and the Brokers Warrants will be in such authorized denominations and registered in such names as the Placement Agents may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent as soon as practicable following each Closing. At each Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the shares of Common Stock being sold, and (ii) issue and deliver the applicable Brokers Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written directionAgents, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Akoustis Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Each Placement Agent copies of the Memorandum, consents Offeree that desires to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser acquire Securities will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Offering Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address addresses set forth in Section 12 hereof, together with 14 hereof setting forth the subscriber’s wire transfer amount of Securities desired to be purchased. The funds in the full amount of the purchase price for the number of Shares Securities desired to be purchased, subject purchased will be transmitted directly to the Escrow Agent’s Agent (as defined in Section 5(b) below) right to accept a check in lieu of a wire transfer).
(db) All funds for subscriptions received by the to purchase Securities from Placement Agent from the Offering (not otherwise wired Offerees will be transmitted directly by such prospective investor to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York ServisFirst Bank or another agent mutually acceptable to the parties (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (Agent, which will be in form and substance reasonably satisfactory to the “Escrow Agreement”)parties thereto. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a Closing occurs. Company shall have the Escrow Agent. The Company will either sole right to accept or rejectreject subscriptions for the purchase of Securities, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution shall have no power or authority to bind Company. Company shall provide the Placement Agent copies of executed Offering Documents with respect to the subscriberspurchase of Securities by prospective investors. The Placement AgentNotwithstanding any provision of this Agreement to the contrary, on Company shall be under no obligation to consummate the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsOffering.
(ec) If subscriptions for at least the Minimum Offering Amount from Placement Agent Offerees have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement and in the Offering Documents have been fulfilled (other than such conditions as are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue required to be offered and sold until fulfilled at Closing), a closing on the Termination Date and additional closings prospective investors’ subscriptions (each a the “Closing”) may from time to time be conducted at times shall occur on such date as is mutually agreed to by Company and the Placement Agent (such date, the “Closing Date”). The Escrow Agent shall follow the written instructions submitted by Company and the Placement Agent and disburse the Company with respect funds simultaneously to additional Shares sold, with the final closing (“Final payees by wire transfer at the time of Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted prospective investors’ subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to Company at each Closing against delivery by Company of the Shares by the Company. The Shares will Securities, which wire transfer shall be issued net of amounts due to the investors in Placement Agent, the Offering in book entry format at each ClosingPlacement Agent’s counsel, if the Placement Agent so directs, and Company’s counsel, if Company so directs, and the Escrow Agent, if any.
(fd) If Subscription Documents for at least all of the Minimum Offering Amount conditions set forth in the Memorandum have not been received and accepted by the Company fulfilled on or before the Termination Date for any reasonreason (other than such conditions as are required to be fulfilled at Closing), the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers prospective investors that subscribed for the Shares Securities to be promptly returned to such subscribers investors without interest, penalty, expense interest or deduction and offset.
(e) The conditions set forth in the Memorandum that must be satisfied (or otherwise waived) for a Closing to occur must be reasonably satisfactory to the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardAgent.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company JBT and Issuer shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company JBT and Issuer shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group JBT and Issuer and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Placement Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyIssuer, JBT, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Issuer and JBT will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within ten (10) business days following a Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Corbus Pharmaceuticals Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser Investor will be required to complete and execute an two (2) original omnibus signature pages to for the Subscription Agreement (the “Subscription Documents”)Securities Purchase Agreement, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 10 hereof, together with executed copies of all other documents contemplated by the subscriberSecurities Purchase Agreement, any other documents reasonably requested by the Company, and such prospective purchaser’s check, wire transfer or other good funds in the full amount of the purchase price aggregate Unit Purchase Price for the total number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, a New York State chartered bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent Agent, Venture Investors Early Stage Fund IV Limited Partnership (the “Lead Investor”) and the Escrow Agent (the “Escrow Agreement”)dated March 7, 2011, as amended. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required Account, regardless of whether a closing occurs hereunder. The Company, or the Placement Agent on the Company’s behalf (any such acceptance by the Escrow Agent. The Company Placement Agent on the Company’s behalf to be subject to such guidelines as shall be agreed upon by the Placement Agent and the Company) will either accept or reject, for any or no reason, reject the Subscription Documents Securities Purchase Agreement in a timely fashion and at each Closing, the Company closing of the Offering will countersign the Subscription Documents Securities Purchase Agreement and provide duplicate copies of such documents Agreements to the Placement Agent for distribution delivery to the subscriberspurchasers. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers prospective purchasers of Securities incomplete, improperly completed, improperly executed and rejected subscriptionsSecurities Purchase Agreements and give written notice thereof to the Placement Agent upon such return.
(ec) If The first closing of the Offering shall take place within ten (10) days of acceptance of complete and valid subscriptions for at least not less than $3,500,000 worth of Units (the “Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Amount”) and all of the conditions set forth elsewhere in this Agreement and the Securities Purchase Agreement are fulfilled. Thereafter, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time my take place without regard to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after any minimum amount until the earlier of the Termination Date and or the date on which the all Shares has been Offering is fully subscribed forsubscribed. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to the Company at each Closing closing against delivery by the Company of the Shares by and the CompanyWarrants, which wire transfer shall be net of amounts due to the Placement Agent. The Shares Shares, the Warrants and the Placement Agent Warrant will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in the Offering in book entry format at each ClosingClosing Date.
(fd) If Subscription Documents Securities Purchase Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the “Expiration Date”), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for prospective purchasers of Securities in the Shares Offering to be promptly returned to such subscribers without interest, penalty, expense interest or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (Novelos Therapeutics, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to pages, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forDate. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel pursuant to Section 5(j) hereof as of such Closing. The Shares Executed certificates for the Notes and Warrants constituting the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies For sales of the Memorandum, consents to the use of such copies for the purposes permitted Shares made by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the through Placement Agent.
(c) Each , each prospective purchaser will be required to complete and execute an one original signature pages to page of the Subscription Agreement (in the “Subscription Documents”)form annexed to the Registration Statement, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price Per Share for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") with Xxxxx Fargo Bank, N.A., acting as escrow agent established for such the purpose with Signature Bank, New York, New York of holding subscription funds prior to a Closing (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement among with respect thereto by the Company, the Placement Agent Company and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent or Company, as applicable, upon such return.
(ec) If subscriptions for at least At such time or times as the Minimum Offering Amount have been accepted prior to the Termination DateCompany determines, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to that portion of the Shares soldsold (each, a "Closing"). Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed foroffered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Company's offices against delivery of the Shares by the transfer agent of the Company, net of amounts due to the Placement Agent as of such Closing. The Executed Shares will be in such authorized denominations and issued to in such names as the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company Placement Agent may request on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant second full business day prior to the terms date of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardeach Closing ("Closing Date").
Appears in 1 contract
Samples: Placement Agency Agreement (Catalyst Lighting Group Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original omnibus signature pages page for the subscription agreement, registration rights agreement and the stockholders agreement in the forms to be annexed to the Subscription Agreement (the “Subscription Documents”)Memorandum, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “"Escrow Account”") to be established on or before the date of the Memorandum for such purpose with Signature Bank, New York, New York Bank (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement to be executed among the Company, the Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to the “Escrow Agreement”)Company and the Placement Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a closing occurs hereunder. Subject to the Escrow Agent. The receipt of such subscriptions for an aggregate of at least $13,000,000, the Company will either accept or reject, for any or no reason, the Subscription Documents reject each subscription in a timely fashion (in accordance with Section 3(d) hereof) and at each Closing, the Company Closing will countersign the Subscription Documents subscription agreements and provide duplicate copies of such documents accepted and countersigned subscription agreements to the Placement Agent for distribution to the subscribersInvestors. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for an aggregate of at least the Minimum Offering Amount $13,000,000 have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "Closing"); provided, however, the Closing is contingent upon the prior and/or simultaneous closings of each of the Mergers. Thereafter remaining Shares will Thereafter, the Units comprising the $2,000,000 over-allotment option may continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by upon between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“"Final Closing”") to occur within ten (10) 10 days after the earlier of the Termination Date and or the date on which sale of all Units offered in the all Shares has been fully subscribed forover-allotment option. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent, as of such Closing. The Shares Executed certificates for the shares of Preferred Stock and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents subscription documents for at least the Minimum Offering Amount $13,000,000 have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the "Expiration Date"), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will ----------------------------------- be required to complete and execute an one original signature pages to page of each of the Subscription Agreement and Registration Rights Agreement and Shareholder's Agreement in the forms annexed to the Memorandum (the “"Subscription Documents”"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to offering of the Escrow Agent) Units will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, United States Trust Company of New York (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees and the balance shall be distributed one-half to the Company and one- half to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents Agreements to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement Agent, on the Company’s behalf, Agent of its acceptance of each subscription. The Company will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“"Final Closing”") to occur within ten (10) approximately 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent). The Executed certificates for the Shares constituting the Units and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may reasonably request on or before the second (2nd) full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent's office at least one (1) full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Units sold in the Offering will be sold pursuant to Subscription Agreements between the Company shall cause to be delivered and the investors in the Offering in the form annexed to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to, and deposited into into, a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First initial Closing shall be held promptly in accordance with the terms of the Memorandum with respect to Shares the Units sold. Thereafter remaining Shares will continue to Thereafter, additional closings may be offered and held until either (i) all of the Units are sold until or (ii) the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares soldDate, with the final closing (the “Final Closing” and each closing of the purchase and sale of Units is referred to in this Agreement as a “Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares securities comprising the Units by the CompanyCompany at the address set forth in Section 14 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its counsel as of such Closing. The Shares Executed instruments/certificates for the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(fd) If Subscription Documents subscriptions for at least the Minimum Offering Amount Units have not been received and accepted by the Company on or before the Termination Date expiration of the Offering Period for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company Matinas and Newco shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company Matinas and Newco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group Matinas and Newco and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Placement Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyNewco, Matinas, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all reasonable fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Newco and Matinas will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within ten (10) business days following a Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumLLC Membership Interest Agreement and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum LLC Membership Interest Agreement in connection with the offering sale of the Shares Membership Interests until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum LLC Membership Interest Agreement or to use any offering materials other than those contained in the Memorandum LLC Membership Interest Agreement in connection with the sale of the SharesMembership Interests, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”)LLC Membership Interest Agreement, Anti-Money Laundering Form and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired LLC Membership Interest Agreement, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, Rackwise, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions, the Company will either accept or reject, for any or no reason, the Subscription Documents LLC Membership Interest Agreement in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents LLC Membership Interest Agreement and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any LLC Membership Interest Agreement will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Membership Interests sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Membership Interests will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Membership Interests sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forDate. Delivery of payment for the accepted subscriptions for Shares Membership Interests from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Membership Interests by the Company at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and the Company’s Blue Sky counsel as of such Closing. Executed certificates for the Membership Interests will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The certificates will be forwarded to the subscriber directly by the Company’s designated agent at each Closing. The Shares Company will be issued to issue the investors in certificates for the Offering in book entry format at Membership Interests within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have LLC Membership Interest Agreement has not been received and accepted by the Company on or before the Termination Date for any reason, the Navesink Offering will be terminated, no Shares Membership Interests will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Membership Interests to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company Redpoint shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company Redpoint shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group Redpoint and their respective its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. The Units sold in the Offering will be sold pursuant to Subscription Agreements between Pubco and Redpoint and the investors in the Offering in the form annexed to the Memorandum.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Units in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing an escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the CompanyRedpoint, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company Redpoint will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ed) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilledfulfilled or waived, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “Initial Closing”) at the offices of Xxxxxxx Xxxxxx LLP, counsel to Placement Agent or by exchange of documentation by facsimile or email. Thereafter To the extent the Maximum Amount is not sold at the Initial Closing, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent Date, and the proceeds thereof delivered to the Company with respect to additional Shares soldat one or more closings as agreed upon by Redpoint and Placement Agent, with the final closing (“Final Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date or the sale of all Units offered. The Initial Closing, the Final Closing and the date on which the all Shares has been fully subscribed for. any other interim closing may be referred to herein as a “Closing.” Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within five (5) business days following a Closing.
(fe) If Subscription Documents subscriptions for at least the Minimum Offering Amount have not been received and accepted by the Company Redpoint on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of Redpoint and the Placement Agent’s written direction, cause all monies received from subscribers for and deposited in the Shares Escrow Account to be promptly returned to such subscribers without interest, penalty, expense or deduction and deduction.
(f) Upon receipt from investors in the Offering, the Placement Agent and Company will promptly cooperate shall forward to accomplish Redpoint’s counsel, Xxxxxx, Xxxxx & Bockius LLP, all executed Subscription Agreements. Upon request, the foregoing, including providing Placement Shall provide Redpoint with a statement of funds for subscriptions that have been received at such times by the Escrow Agent with any requested written instructions in and deposited into the Escrow Account, and the names of the investors making such regardsubscriptions.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Securities Purchase Agreement (the “Subscription Documents”)and a Confidential Purchaser Questionnaire, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s certified check or wire transfer of immediately available United States funds in the full amount of the purchase price for the number of Shares desired to be purchased, subject to .
(b) Pending the Escrow Agent’s Closing (as defined below) right to accept a check in lieu of a wire transfer.
(d) All ), all funds for subscriptions received paid hereunder shall be deposited by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded in a separate account maintained by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Wachovia Bank, New York, New York National Association as escrow agent (the “Escrow Agent”) in compliance with Rule 15c2-4 of the Exchange Act for the benefit of purchasers in the Offering. If the Company accepts subscriptions for all of the Shares at or prior to the Closing Date (as defined below). All such funds , then all subscription proceeds received for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, accepted by the Placement Agent and shall be paid over by the Escrow Agent to the Company at the Closing, net of the Placement Agent’s Fee and offering expenses, which shall be paid to the appropriate parties at such Closing. If the Company shall not have received and accepted a purchaser’s subscription, then that subscription shall be void and all funds paid hereunder by such purchaser, without deduction therefrom or interest thereon, shall be promptly returned by the Escrow Agent to such purchaser.
(c) The closing (the “Escrow AgreementClosing”)) of the purchase and sale of the Shares (the “Offering”) will take place at the offices of Xxxxx Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 5:00 p.m., local time, on January 12, 2003. The Closing may take place at another time, place or earlier date as is mutually agreed upon by the Company will pay all fees related to and purchasers in the establishment and maintenance Offering. The date of the Escrow Account and comply with procedures required by Closing is referred to as the Escrow Agent. The Company will either accept or reject, for any or no reason, “Closing Date.” At the Subscription Documents in a timely fashion and at each Closing, the Company will countersign register in the Subscription Documents and provide duplicate copies name of each purchaser that number of Shares being purchased by such documents purchaser in accordance with Exhibit A to the Placement Agent for distribution Securities Purchase Agreement, against payment of each purchaser’s Purchase Price (as defined in the Securities Purchase Agreement”) by delivery of a certified check or by wire transfer of immediately available United States funds payable to the subscribers. The Placement Agent, on the Company’s behalf, account. The Shares will promptly return be registered in the purchasers’ names or the names of the nominees of purchasers pursuant to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
instructions delivered to the Company not less than two (e2) If subscriptions for at least the Minimum Offering Amount have been accepted business days prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time will be delivered to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur purchasers within ten (10) business days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each ClosingDate.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Series A Preferred Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Series A Preferred Shares.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to page for the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in to the Escrow Agent (as defined below) of the full amount of the purchase price for the number of Series A Preferred Shares desired to be purchased, subject to the Escrow Placement Agent’s (as defined below) right to accept approve acceptance of a check by the Escrow Agent in lieu of a wire transfer.
(d) All funds for subscriptions received from the Offering by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) , if any, will be promptly forwarded by to the Placement Escrow Agent and deposited for deposit into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all reasonable fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, Closing the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, as to which the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Series A Preferred Shares soldsold (the “First Closing”). Thereafter remaining Series A Preferred Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) (the date on which a Closing occurs is sometimes referred to as a “Closing Date”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Series A Preferred Shares sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Series A Preferred Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Series A Preferred Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Series A Preferred Shares by the Company. The Executed certificates for the Series A Preferred Shares will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within ten (10) business days following a Closing. At the final Closing or within ten (10) business days thereafter, the Agent Warrants will be issued in such quantities and names as the Placement Agent may request.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Series A Preferred Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Series A Preferred Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Matinas BioPharma Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause Notes and securities accompanying the Notes sold in the Offering will be sold pursuant to be delivered Subscription Agreements between CepTor and the investors in the Offering in the form annexed to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Notes in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature BankGuaranty Bank & Trust to be administered by Corporate Stock Transfer, New YorkInc., New York as escrow agent (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the CompanyPlacement Agent, the Placement Agent CepTor and the Escrow Agent (the “Escrow Agreement”)Agent. The Company CepTor will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Initial Closing shall be held promptly in accordance with the terms of the Subscription Agreements with respect to Shares soldthe Notes and securities accompanying the Notes sold at the offices of Olshan, Grundman, Frome & Rosenzweig, counsel to CepTor. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and Thereafter, additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier xxxx xxxxx termination of the Termination Date and the date on which the all Shares has been fully subscribed forOffering. Delivery of payment for the accepted subscriptions for Shares the Notes and securities accompanying the Notes from funds held in the Escrow Account will be made at each the Closing against delivery of the Shares Notes and securities to accompany the Notes by the Company. The Shares will be issued to the investors in the Offering in book entry format at each ClosingCepTor.
(fd) If Subscription Documents subscriptions for at least the Minimum Offering Amount Notes have not been received and accepted by the Company CepTor on or before the Termination Date expiration of the Initial Offering Period or any extension thereof for any reason, the Offering will be terminated, no Shares Notes will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Notes to be promptly returned to such subscribers without interest, penalty, expense or deduction deduction. CepTor will accept or reject the Subscription Document in a timely fashion and at each Closing will countersign the Subscription Document and provide duplicate copies of such Agreements to the Placement Agent and Company for distribution to the Subscribers. CepTor will give written notice to the Placement Agent of its acceptance or rejection of each subscription. CepTor or the Placement Agent on CepTor's behalf, will promptly cooperate return to accomplish Subscribers incomplete, improperly completed, improperly executed and rejected subscriptions and give written notice thereof to the foregoing, including providing Escrow Placement Agent with any requested written instructions in upon such regardreturn.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement in the form annexed to the Memorandum (the “"Subscription Documents”Agreement"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “Escrow Account”"ESCROW ACCOUNT") with an escrow agent established for such the purpose with Signature Bank, New York, New York of holding subscription funds prior to a Closing (the “Escrow Agent”"ESCROW AGENT"). Upon each Closing, the net Closing proceeds will be applied to the purchase of Notes. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”"ESCROW AGREEMENT"). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a Closing occurs. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees, and the balance shall be distributed to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreement in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreement and provide duplicate copies of such documents agreement to the Placement Agent for distribution to the subscribers. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "FIRST CLOSING"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"CLOSINGS") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares Units sold, with the final closing (“Final Closing”"FINAL CLOSING") to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Notes underlying the Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(j) hereof as of such Closing. The Shares Executed notes representing the Notes and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("CLOSING DATE"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) At the First Closing, each of those certain senior secured convertible notes issued by the Company on February 6, 2002 in the aggregate principal amount of $705,000 (the "INTERIM NOTES") shall, in accordance with their terms, be automatically exchanged for an equal principal amount of Notes. The principal amount of the Interim Notes to be so exchanged at the First Closing shall not be included in the calculation of the Minimum Amount or Maximum Amount.
(e) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
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Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement (in the “Subscription Documents”)form annexed to the Memorandum and the accredited investor certification attached thereto, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price per Unit for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank acting as escrow agent (the “Escrow Agent”)) established for the purpose of holding subscription funds prior to a Closing. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent or the Company can reject any subscriptions for any reason. Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthat portion of the Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Date. Additional Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Units sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery by the Company of the Shares by Securities comprising the CompanyUnits at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. The Shares Executed Securities and the Agent’s Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (“Closing Date”), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent’s office at least one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock comprising the Units and the Investor Warrants and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock comprising the Units and the Investor Warrants and Brokers’ Warrants within twenty (20) days of the applicable Closing Date.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages in the forms annexed to the Subscription Agreement Memorandum (collectively, the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 14 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to, and deposited into into, a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor therefore have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 14 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. The Shares Executed instruments/certificates for the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date (as may be extended as provided herein) for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written directionAgent or the Company, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Manhattan Pharmaceuticals Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Bridge Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesBridge Units, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Bridge Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Bridge Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Bridge Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Bridge Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Bridge Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the Bridge Note, Bridge Warrants and Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Bridge Warrants and Brokers’ Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Bridge Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Bridge Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages the Buyer Counterpart Signature Page to the Subscription Securities Purchase Agreement (and the “Subscription Documents”), other questionnaires annexed to the Securities Purchase Agreement which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price for the number principal amount of Shares Notes desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to the “Escrow Agreement”)Company and the Placement Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account Account, regardless of whether a closing occurs hereunder. Subject to the receipt of such subscriptions for the Minimum Amount and comply with procedures required by the Escrow Agent. The Company’s right to accept or reject subscriptions, in whole or in part, in its sole discretion, the Company will either accept or reject, for any or no reason, reject the Subscription Documents subscription documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such subscription documents to the Placement Agent for distribution Agent. The Company will give written notice to the subscribersPlacement Agent of its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return and directions to the Escrow Agent to return any subscription funds received.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are and the Securities Purchase Agreement have been fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Notes sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Notes will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to agreeable by the Company and the Placement Agent and the Company with respect to additional Shares sold, Notes sold with the final closing (the “Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forNotes offered. Delivery of payment for the accepted subscriptions for Shares Notes from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to the Company at each Closing at the Placement Agent’s offices against delivery of the Shares Notes by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. The Shares Executed certificates for the Notes and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (“Closing Date”), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent’s office at least one full business day prior thereto.
(fd) If Subscription Documents subscription documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Notes will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Notes to be promptly returned to such subscribers without interest, penalty, expense deduction or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (UFood Restaurant Group, Inc.)
Subscription and Closing Procedures. (a) The Company Cardium shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company Cardium shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group Cardium and their respective its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. The Shares sold in the Offering will be sold pursuant to Subscription Agreements between Cardium and the investors in the Offering in the form annexed to the Memorandum.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Shares in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing the escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the CompanyCardium, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company Cardium will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ed) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to the Shares soldsold (the “Initial Closing”) at the offices of Xxxxxx Xxxxxxx LLP, counsel to Cardium or by exchange of documentation by facsimile or email. Thereafter To the extent the Maximum Amount is not sold at the Initial Closing, the remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent Date, and the proceeds thereof delivered to the Company with respect to additional Shares soldat one or more closings as agreed upon by Cardium and Placement Agent, with the final closing (“Final Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed foroffered. The Initial Closing, the Final Closing and any other interim closing may be referred to herein as a “Closing.” Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares Executed certificates for the Common Stock, Lead Investor Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within five (5) business days following a Closing.
(fe) If Subscription Documents subscriptions for at least the Minimum Offering Amount have not been received and accepted by the Company Cardium on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of Cardium and the Placement Agent’s written direction, cause all monies received from subscribers for and deposited in the Shares Escrow Account to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent, any Sub-Agent and its their respective representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent and a Sub- Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject hereof or to the Escrow AgentCompany’s (as defined below) right to accept a check in lieu of a wire transferdesignated counsel.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-separate non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company Placment Agent will pay all fees related to the establishment and maintenance of this Escrow Account. S ubject to the Escrow Account and comply with procedures required by receipt of subscriptions for the Escrow Agent. The Minimum Amount for the First Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted by the Company prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount (including any over-allotment) has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and the Blue Sky counsel as of such Closing. Executed certificates for the Units will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Units within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Enumeral Biomedical Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement in the form annexed to the Memorandum (the “Subscription Documents”"SUBSCRIPTION AGREEMENT"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “Escrow Account”"ESCROW ACCOUNT") with an escrow agent established for such the purpose with Signature Bank, New York, New York of holding subscription funds prior to a Closing (the “Escrow Agent”"ESCROW AGENT"). Upon each Closing, the net Closing proceeds will be applied to the purchase of Notes. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”"ESCROW AGREEMENT"). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a Closing occurs. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees, and the balance shall be distributed to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreement in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreement and provide duplicate copies of such documents agreement to the Placement Agent for distribution to the subscribers. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "FIRST CLOSING"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"CLOSINGS") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares Units sold, with the final closing (“Final Closing”"FINAL CLOSING") to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Notes underlying the Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(j) hereof as of such Closing. The Shares Executed notes representing the Notes and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("CLOSING DATE"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) At the First Closing, each of those certain senior secured convertible notes issued by the Company on February 6, 2002 in the aggregate principal amount of $705,000 (the "INTERIM NOTES") shall, in accordance with their terms, be automatically exchanged for an equal principal amount of Notes. The principal amount of the Interim Notes to be so exchanged at the First Closing shall not be included in the calculation of the Minimum Amount or Maximum Amount.
(e) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent Agents copies of any offering documents (the Memorandum, “Offering Documents”) related to the Offering and hereby consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent the Agents and its their agents and employees to use the Memorandum Offering Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Documents or to use any offering materials other than those contained in the Memorandum Offering Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Agents with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent Agents and its their representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement AgentAgents. The Company recognizes and agrees that the Agents (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each If applicable, each prospective purchaser investor will be required to complete and execute an original signature pages to the Subscription Agreement (Offering Documents, which may include, but not be limited to, the “Subscription Documents”)Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferOffering Documents.
(d) All Simultaneously with the delivery to the Agents of the Offering Documents, if applicable in connection with a private offering of Securities, the investor’s check or other good funds for subscriptions received will be forwarded directly by the Placement Agent from the Offering (not otherwise wired directly investor to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Delaware Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement among the Company, the Placement Agent Agents and the Escrow Agent Delaware Trust Company (the “Escrow Agreement”). The Company will shall pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Offering Documents in a timely fashion and at each Closing, the Company if applicable, will countersign the Subscription Offering Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agents. The Company will forward directly to the subscribersinvestors the documents countersigned by the Company. The Placement AgentCompany will give notice to the Agents of its acceptance of each subscription. The Company, or the Agents on the Company’s behalf, will promptly return to subscribers investors incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior and give written notice thereof to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each ClosingAgents upon such return.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Samples: Placement Agent Agreement (Wrap Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. The Units sold in the Offering will be sold pursuant to Subscription Agreements between the Company and the investors in the Offering in the form annexed to the Memorandum.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Units in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing the escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ed) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor therefore have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “Initial Closing”) at the offices of Xxxxxxx & Xxxxxxxx Ltd., counsel to the Company or by exchange of documentation by facsimile or email. Thereafter To the extent the Maximum Amount is not sold at the Initial Closing, the remaining Shares Units will continue to be offered and sold until the Termination Date (subject to the Company’s right upon ten (10) days notice to terminate the Offering in its sole discretion at any time following the sale of the Minimum Amount subject to the termination provisions contained herein), and additional the proceeds thereof delivered to the Company at one or more closings (each a “Closing”) may from time to time be conducted at times mutually as agreed to upon by the Company and Placement Agent and the Company with respect to additional Shares soldAgent, with the final closing (“Final Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date or the sale of all Units offered. The Initial Closing, the Final Closing and the date on which the all Shares has been fully subscribed for. any other interim closing may be referred to herein as a “Closing.” Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Shares, the Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within five (5) business days following a Closing.
(fe) If Subscription Documents subscriptions for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of the Company and the Placement Agent’s written direction, cause all monies received from subscribers for and deposited in the Shares Escrow Account to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Capital Growth Systems Inc /Fl/)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of Rackwise. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Investor Warrants and Brokers’ Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Visual Network Design, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser Investor will be required to complete and execute an two (2) original omnibus signature pages to for the Subscription Agreement (the “Subscription Documents”)Securities Purchase Agreement, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 10 hereof, together with executed copies of all other documents contemplated by such Securities Purchase Agreement, any other documents reasonably requested by the subscriberCompany, and such prospective purchaser’s check, wire transfer or other good funds in the full amount of the aggregate purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent Agent, and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required Account, regardless of whether a closing occurs hereunder. The Company, or the Placement Agent on the Company’s behalf (any such acceptance by the Escrow Agent. The Company Placement Agent on the Company’s behalf to be subject to such guidelines as shall be agreed upon by the Placement Agent and the Company) will either accept or reject, for any or no reason, reject the Subscription Documents applicable Securities Purchase Agreement in a timely fashion and at each Closing, the Company closing of the Offering will countersign the Subscription Documents Securities Purchase Agreement and provide duplicate copies of such documents Agreements to the Placement Agent for distribution delivery to the subscribersInvestors. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers prospective purchasers of Shares incomplete, improperly completed, improperly executed and rejected subscriptionsSecurities Purchase Agreements and give written notice thereof to the Placement Agent upon such return.
(ec) If The closing of the Offering shall take place within ten (10) days of acceptance of complete and valid subscriptions for at least not less than $17.5 million worth of Shares (the “Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Amount”) and all of the conditions set forth elsewhere in this Agreement and the Securities Purchase Agreement are fulfilled. For purposes of determining whether the Company has received subscriptions for the Minimum Amount, the First Closing there shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered taken into account the aggregate outstanding principal amount and sold until accrued and unpaid interest on the Termination Date and additional closings Company’s outstanding 10% senior secured promissory notes due March 31, 2012 (each a the “ClosingNotes”) may from time to time be conducted at times mutually that the holders thereof have agreed to by exchange for Shares so long as such holders have executed and delivered the Placement Agent Subscription Documents and the Company with respect delivered such Notes in escrow to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forSNR Dxxxxx US LLP. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to the Company at each Closing closing, net of the Placement Agent Fee and the Expense Reimbursement Amount (as defined in Section 5(i) below), against delivery by the Company of the Shares by being sold. At or prior to the Companyclosing of the Offering, the Company and the Placement Agent shall deliver irrevocable written instructions to the Escrow Agent to disburse the funds held in the Escrow Account as follows: (i) the Expense Reimbursement Amount shall be delivered at the closing of the Offering as set forth in such instructions; (ii) 50% of the Placement Agent Fee due to the Placement Agent in connection with the Offering shall be delivered to the Placement Agent at the closing of the Offering; (iii) 50% of the Placement Agent Fee due to the Placement Agent in connection with the Offering shall be held in the Escrow Account and delivered to the Placement Agent no later than September 30, 2012; and (v) the balance of the funds in the Escrow Account shall be delivered to the Company at the closing of the Offering. In addition, at the closing of the Offering, the Company shall deliver the Placement Agent Warrants to the Placement Agent. The Shares and the Placement Agent Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in the Offering in book entry format at each ClosingClosing Date.
(fd) If Subscription Documents Securities Purchase Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, terminated no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the prospective Investors of Shares to be promptly returned to such subscribers without interest, penalty, expense interest or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (R&r Acquisition Vi, Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Offering Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 10 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the blue sky counsel as of such Closing. Executed certificates for the shares of Common Stock and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent as soon as practicable following each Closing. At each Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the shares of Common Stock being sold, and (ii) issue and deliver the applicable Brokers’ Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Akoustis Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s office against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. The Shares Preferred Stock will be issued and registered electronically with the stock transfer agent after each Closing. Upon conversion of the Preferred Stock, executed certificates for the Common Stock will be forwarded to the investors subscriber directly by the stock transfer agent within ten (10) days following the conversion of the Preferred Stock. Executed certificates for the Brokers Warrants will be issued in such authorized denominations and registered in such names as the Offering in book entry format at Placement Agent may request on or before the date of each Closing (“Closing Date”). At each Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the electronic registration of the Preferred Stock being sold, and (ii) issue and deliver the applicable Brokers Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company Issuer shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and each of the Operating Company and the Issuer have consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, each of the Operating Company and the Issuer shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Operating Company Group and the Issuer and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (together, the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchasedpurchased to the Escrow Account (defined below), subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) ), if any, will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”)) . All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyIssuer, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company Issuer will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company Issuer will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Issuer and the Operating Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, Agent on the CompanyIssuer’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares Units sold. Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company Issuer with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Investor Warrants by the CompanyIssuer. The Issuer shall deliver the original Shares will and Investor Warrants to investors per instructions to be issued to the investors in the Offering in book entry format at provided by Placement Agent within ten (10) business days following each Closing. The date of any Closing hereunder is sometimes referred to herein as a “Closing Date”).
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company Issuer on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Hydrofarm Holdings Group, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to page for the Subscription Agreement (in the “Subscription Documents”)form annexed to the Memorandum and the accredited investor certification attached thereto, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price per Unit for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") with Independence Bank, acting as escrow agent (the "Escrow Agent") established for such the purpose with Signature Bank, New York, New York (the “Escrow Agent”)of holding subscription funds prior to a Closing. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement with respect thereto among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Placement Agent can reject any subscriptions for any reason. Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthat portion of the Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold in accordance with the terms hereof until the Termination Date and additional closings (each a “Closing”) Date. Additional Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to the additional Shares Units sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery by the Company of the Shares by Securities comprising the CompanyUnits at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(i) hereof as of such Closing. The Shares Executed Securities and the Agent's Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Wireless Frontier Internet Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages two copies of the Combined Signature Page to the Subscription Agreement and Registration Rights Agreement, which agreements shall be in the forms annexed to the Memorandum (the “"Subscription Documents”"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11I hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to offering of the Escrow Agent) Units will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, United States Trust Company of New York (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees and the balance shall be distributed in equal proportion to the Company and the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents in a timely fashion and at each Closing, the Company 'Closing will countersign the Subscription Documents and provide duplicate copies of such documents agreements to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement Agent, on the Company’s behalf, Agent of its acceptance or rejection of each subscription. The Company will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“"Final Closing”") to occur within ten (10) not later than IO days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section I I hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent). The Executed certificates for the Shares constituting the Units and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of the Company and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions deduction. Any interest accruing on such funds shall be distributed as set forth in such regardSection 4(b).
Appears in 1 contract
Samples: Placement Agency Agreement (Unity First Acquisition Corp)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be ----------------------------------- required to complete and execute an one original signature pages to page of each of the Subscription Agreement and Registration Rights Agreement and Shareholder's Agreement in the forms annexed to the Memorandum (the “"Subscription Documents”"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to offering of the Escrow Agent) Units will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, United States Trust Company of New York (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees and the balance shall be distributed one-half to the Company and one-half to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents Agreements to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement Agent, on the Company’s behalf, Agent of its acceptance of each subscription. The Company will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“"Final Closing”") to occur within ten (10) approximately 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent). The Executed certificates for the Shares constituting the Units and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may reasonably request on or before the second (2nd) full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent's office at least one (1) full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company InVivo and Pubco shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company InVivo and Pubco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group InVivo and Pubco and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyPubco, InVivo, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Pubco and InVivo will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares and assuming the Placement Agent and the Company so elect, Over-allotment Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Over-allotment Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Over-allotment has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within five (5) business days following a Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Invivo Therapeutics Holdings Corp.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Investor Profile, Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received Simultaneously with the delivery of Subscription Documents by the Placement Agent from subscriber, the Offering (not otherwise wired subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)Company. All such funds for subscriptions will be held in by the Escrow Account pursuant Company. Subject to the terms receipt of an escrow agreement among subscriptions for the Companyamount for Closing, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, in whole or in part, for any or no reason, the subscriptions provided for in the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscriberssubscribers purchasing shares through the Placement Agent. The Company will give notice to the Placement Agent of its acceptance of each subscription made through the Placement Agent. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing . Written notice shall be held promptly with respect provided to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closingupon such return.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages investor eligibility questionnaire, a subscription agreement and a Registration Rights Agreement (as hereinafter defined) in the forms annexed to the Subscription Agreement Memorandum (collectively, the “"Subscription Documents”"), which will be forwarded or delivered to the applicable Co-Placement Agent at the such Co-Placement Agent’s 's offices at the address set forth in Section 12 hereof, together with the subscriber’s 's check or good funds (including wire transfer of funds) in the full amount of the purchase subscription price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All The Subscription Documents shall direct prospective purchasers to tender funds for subscriptions received by the Placement Agent from for the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, New York Bank (the “"Escrow Agent”"). All funds for subscriptions received from the Offering by the Co-Placement Agents or the Company will be promptly forwarded by such Co-Placement Agent or the Company, as the case may be, to, and deposited into, the Escrow Account. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Co-Placement Agent Agents and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Co-Placement Agent Agents for distribution to the subscribers. The Company will give notice to the Co-Placement AgentAgents of its acceptance of each subscription. The Company, or the Co-Placement Agents on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Co-Placement Agents upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Expiration Date, or the Termination DateDate if the Co-Placement Agents and the Company have agreed to extend the Offering Period as contemplated in Section 1(e), the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until those Units (the Termination Date and additional closings (each a “"Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for"). Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account against delivery of the Units by the Company, will be made at each the Closing against delivery at the offices of May Dxxxx at the Shares by address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the CompanyCompany and the Co-Placement Agents), net of amounts due to the Co-Placement Agents and their blue sky counsel as of such Closing. The Shares Executed instruments/certificates for the Common Stock and Warrants constituting the Units and the Agent's Warrants (as hereinafter defined) will be issued in such authorized denominations and registered in such names as the Co-Placement Agents may request on or before the date of Closing (the "Closing Date"), and will be made available to the investors in Co-Placement Agents for checking and packaging at their respective offices at the Offering in book entry format at each Closing.
(fd) If If, on or before the Termination Date (as defined below),
(i) Subscription Documents for and the funds therefor equal to at least the Minimum Offering Amount have not been received and accepted by the Company on Company, and
(ii) all of the conditions set forth in this Agreement or before elsewhere to the Termination Date for any reasonclosing of the sale of at least the Minimum Amount have not been received and accepted by the Company, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at upon written instructions of the Co-Placement Agents and the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Co Placement Agent Agreement (China BCT Pharmacy Group, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent Agents copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent Agents and its their agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agents with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent Agents and its their respective representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement AgentAgents. The Company recognizes and agrees that the Placement Agents (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Investor Profile, Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the respective Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received Simultaneously with the delivery of Subscription Documents by the Placement Agent from subscriber, the Offering (not otherwise wired subscriber’s check or other good funds will be forwarded directly by the subscriber to the escrow agent (the “Escrow Agent”) will be promptly forwarded by the Placement Agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)purpose. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent Agents and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent Agents for distribution to the subscribers. The Company will give notice to the Placement AgentAgents of its acceptance of each subscription. The Company, or a Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions. Written notice shall be provided to all Placement Agents upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to May 19, 2017, which date may be extended in writing by the Termination Datemutual agreement of the Company and the Placement Agents, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “First Closing”). Thereafter remaining Shares will Thereafter, the Units may continue to be offered and sold until the earlier of the end of the Initial Offering Period, the Termination Date and additional closings Date, or the date on which the Maximum Offering Amount together with the Over Allotment amount has been sold. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company Agents with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has the Option Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Units from the funds held in the Escrow Account will be made at each Closing at a Placement Agent’s office against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agents), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. Executed Notes and Warrants will be in such authorized denominations and registered in such names as the respective Placement Agents may request on or before the date of each Closing (“Closing Date”). The Shares Notes and Warrants will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at Company within seven (7) business days following each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s request of the Company and the Placement Agent’s written directionAgents, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Enumeral Biomedical Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Delaware Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement among the Company, the Placement Agent and the Escrow Agent Delaware Trust Company (the “Escrow Agreement”). The Company will shall (or shall cause TRUE to) pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agent. The Company will forward directly to the subscriberssubscribers the documents countersigned by the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and the Securities sold until (the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for). Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each the Closing at the Placement Agent’s office against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of the Closing. Executed certificates for the post-merger shares of TRUE will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of the Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors subscriber directly by either the Company or the stock transfer agent within ten (10) business days following the Closing. At the Closing, the Company will cause TRUE to deliver irrevocable issuance instruction to its stock transfer agent, if applicable, for the issuance of certificates representing the Shares being sold and will deliver the warrants for the purchase of TRUE common stock in exchange for the Offering in book entry format at each ClosingWarrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and deduction. The Company will promptly cooperate to accomplish be responsible for all the foregoing, including providing fees charged by the Escrow Agent with any requested written instructions in such regardAgent.
Appears in 1 contract
Samples: Placement Agent Agreement (True Drinks Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to the Subscription Agreement in the form attached to the Memorandum as Exhibit A and other documents to be delivered therewith as instructed in the Memorandum (collectively, the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices of Xxxxxx & Xxxxxxx LLC at the address set forth in Section 12 13 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or WaferGen, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York or another agent mutually acceptable to the parties (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyWaferGen, the Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to WaferGen and the “Escrow Agreement”)Placement Agent. The Company WaferGen will pay all fees related to the establishment and maintenance of the Escrow Account Account, regardless of whether a closing occurs hereunder. Subject to the receipt of such subscriptions for the Minimum Amount and comply with procedures required WaferGen’s right to accept or reject subscriptions, in whole or in part, in its sole discretion, WaferGen, or the Placement Agent on WaferGen’s behalf (any such acceptance by the Escrow Agent. The Company Placement Agent on WaferGen’s behalf to be subject to such guidelines as shall be agreed upon by the Placement Agent and WaferGen) will either accept or reject, for any or no reason, reject the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the accepted Subscription Documents and provide duplicate copies of such documents agreements to each purchaser and to the Placement Agent. WaferGen will give written notice to the Placement Agent for distribution to of its acceptance or rejection of each subscription. WaferGen, or the subscribers. The Placement Agent, Agent on the CompanyWaferGen’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed or rejected subscriptions and rejected subscriptionsgive written notice thereof to the Placement Agent upon such return and directions to the Escrow Agent to return any subscription funds received.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement have been fulfilled (other than such conditions as are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue required to be offered and sold until fulfilled at Closing), a closing (the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times shall occur on such date mutually agreed to by WaferGen and the Placement Agent and the Company with respect Agent, which date may be up to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and (such date, the date on which the all Shares has been fully subscribed for“Closing Date”). Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to WaferGen at each Closing against delivery by WaferGen of the Shares by Units, which wire transfer shall be net of amounts due to the CompanyPlacement Agent hereunder. The Shares Units will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors Closing Date, and will be made available to the Placement Agent for review and packaging in New York City at least one full business day prior thereto. Subsequent Closings on funds in excess of the Offering in book entry format at each ClosingMinimum Amount may be held on such date or dates as determined by WaferGen and the Placement Agent.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company WaferGen on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the “Expiration Date”) (unless the Offering is extended as provided in the Memorandum), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense deduction or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (WaferGen Bio-Systems, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of any offering documents (the Memorandum“Subscription Documents”) and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the address identified in the Subscription Documents.
(c) Simultaneously with the delivery to the Placement Agent at of the Placement Agent’s offices at the address set forth in Section 12 hereofSubscription Documents, together with the subscriber’s wire transfer check or other good funds will be forwarded directly by the subscriber as per the instructions in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)Subscription Documents. All such funds for subscriptions will be held in safekeeping and isolated from all other funds until all the Escrow Account pursuant conditions for closing as set forth in the Subscription Documents are satisfied. Subject to the terms receipt of an escrow agreement among subscriptions for the Companyamount for the Closing, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company time of the Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agent. It is the Company’s obligation to forward directly to the subscriberssubscribers the documents countersigned by the Company. The Company will give notice to the Placement AgentAgent of their acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ed) If subscriptions for at least the Minimum Offering Amount closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Company during the Initial Offering Period, and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and the Securities sold until (the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for). Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in pursuant to the Escrow Account Subscription Documents will be made at each Closing against delivery at such place as may be mutually agreed upon between the Company and the Placement Agent, net of the Shares Financing Fee. The electronic stock certificates issued by the CompanyCompany to subscribers will be disseminated to such subscriber directly by the Company through American Stock Transfer & Trust Company LLC within two (2) business days following each Closing. The Shares Company will be issued forward directly to the investors in subscribers the Offering in book entry format at executed subscription documents signed by the Company within five (5) business days following each Closing.
(fe) If Subscription Documents for at least the Minimum Offering Amount Closing have not been received and accepted by the Company on or before the Termination Date for any reasonOffering Period, the Offering may be terminated by the Company, in which case no Securities will be terminated, no Shares sold the Company will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from the subscribers for the Shares Securities to be promptly returned to such subscribers purchasers without interest, penalty, expense or deduction and the Placement Agent and within two (2) banking days. The Company will promptly cooperate be responsible for all fees related to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardsubscribers’ funds.
Appears in 1 contract
Samples: Placement Agent Agreement (PharmaCyte Biotech, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Investor Warrants and Brokers’ Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages the subscription documents in form and substance satisfactory to the Subscription Agreement Company (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price for the number of Shares securities desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to, and deposited into into, a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement Escrow Deposit Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, Closing of the Company Offering will countersign the Subscription Documents acceptable to the Company and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement AgentCompany will give notice to the Agents of its acceptance of each subscription. The Company, or the Agent on the Company’s behalf, will promptly return to subscribers subscribers’ incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount (which shall not include subscriptions from Excluded Investors for determining if the Minimum Amount has been reached) have been accepted prior to the Termination Date, the funds therefor have been collected by deposited with the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Initial Closing shall be held promptly with respect to Shares soldheld. Thereafter Thereafter, the remaining Shares securities will continue continued to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times time mutually agreed to by between the Placement Agent and the Company with respect to additional Shares securities sold, with the final closing (“Final Closing”) to occur within ten (10) days after from the earlier of the Termination Date and the date on which the all Shares has securities offered have been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares securities from funds held in the Escrow Account will be made at each Closing against delivery Closing, net of amounts due to the Agent as of such Closing. As a condition precedent to the Initial Closing, Excluded Investors will also subscribe for an amount of securities no less than $5,000,000, including the $2,653,726.25 previously invested by certain of the Shares by Excluded Investors in the Company. The Shares will be issued to form of Convertible Promissory Notes, on the same terms and conditions as the other investors in the Offering in book entry format at each ClosingOffering, unless waived by the Agent.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering offering will be terminated, no Shares securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Celator Pharmaceuticals Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumBridge Note Subscription Documents, consents the PPO Subscription Documents and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Bridge Note Subscription Documents in connection with the offering sale of the Shares Bridge Notes and to use the PPO Subscription Documents in connection with the sale of the PPO Units until the earlier of (i) the Termination Date of either the Bridge Note Offering or the PPO Offering as defined herein or (ii) the Final Closing. No Closing of the Bridge Note Offering or the PPO Offering as defined herein, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Bridge Note Subscription Documents, PPO Subscription Documents or to use any offering materials other than those contained in the Memorandum Bridge Note Subscription Documents or PPO Subscription Documents in connection with the sale of the SharesBridge Notes or PPO Units, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the applicable Bridge Note Subscription Agreement Documents, PPO Subscription Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Bridge Note Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Bridge Note Escrow Account”) established for such purpose the Bridge Note Offering(the “Escrow Agent”). Simultaneously with Signature Bankthe delivery to the Placement Agent of the PPO Subscription Documents, New York, New York the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent and deposited into a non interest bearing escrow account (the “PPO Offering Escrow AgentAccount”). All such funds for subscriptions will be held in the respective Escrow Account pursuant to the terms of an separate escrow agreement agreements for the Bridge Note Offering and the PPO Offering among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the separate Escrow Account and comply with procedures required by Accounts. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing for either the Bridge Note Offering or the PPO Offering, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Bridge Amount for Closing have been accepted prior to the Bridge Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Bridge Notes sold (the “Bridge First Closing”). Thereafter Thereafter, the remaining Shares Bridge Notes will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Bridge Notes sold, with the final closing (“Final Bridge Closing”) to occur within ten (10) 10 days after the earlier of the Bridge Termination Date and the date on which the all Shares Maximum Bridge Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Bridge Notes from the funds held in the Bridge Note Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Bridge Notes by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the Bridge Notes and shares of Common Stock and Conversion Warrants constituting the Bridge Notes and the Brokers Bridge Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Conversion Warrants and Brokers Bridge Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents the PPO Offering has closed and subscriptions for at least the Minimum Offering PPO Amount for Closing have not been received accepted prior to the PPO Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, a closing shall be held promptly with respect to the PPO Units sold (the “PPO First Closing”). Thereafter, the remaining PPO Units will continue to be offered and sold until the PPO Termination Date. Additional closings (“Closings”) may from time to time be conducted at times mutually agreed to between the Placement Agent and the Company with respect to additional PPO Units sold, with the final closing (“Final PPO Closing”) to occur within 10 days after the earlier of the PPO Termination Date and the date on which the Maximum PPO Amount has been subscribed for. Delivery of payment for the accepted subscriptions for PPO Units from the funds held in the PPO Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the PPO Units by the Company at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock, PPO Investor Warrants, PPO Conversion Warrants and the PPO Brokers Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the Termination Date for any reason, the Offering date of each Closing (“Closing Date”). The certificates will be terminated, no Shares will be sold, and pursuant forwarded to the terms of subscriber directly by the Escrow Agreement, the Escrow Agent will, at transfer agent or the Company’s and designated agent at each Closing. The Company will issue the Placement Agent’s written direction, cause all monies received from subscribers certificates for the Shares to be promptly returned to such subscribers without interestCommon Stock, penaltyPPO Investor Warrants, expense or deduction PPO Conversion Warrants and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardBrokers PPO Warrants within twenty (20) days of each Closing.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent Agents copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent Agents and its their agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agents with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent Agents and its their representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement AgentAgents. The Company recognizes and agrees that the Placement Agents (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the respective Placement Agent at the that Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All Simultaneously with the delivery to the respective Placement Agent of the Subscription Documents, the subscriber’s check or other good funds for subscriptions received will be forwarded directly by the Placement Agent from the Offering (not otherwise wired directly subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent Katalyst, GPN and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent Agents for distribution to the subscribers. The Company will give notice to the respective Placement AgentAgent of its acceptance of each subscription. The Company, or the respective Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the respective Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company Agents with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each the Closing at the designated Placement Agent’s office against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agents), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. Executed certificates for the Shares and the Warrants will be in such authorized denominations and registered in such names as the respective Placement Agent may request on or before the date of the Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent as within ten (10) business days following each Closing. At each Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the Shares being sold, and (ii) issue and deliver the applicable Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written directionAgents, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original signature pages to of the Subscription Agreement and one original Registration Rights Agreement in the forms annexed to the Memorandum (collectively the “"Subscription Documents”Agreements"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing the escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, United Stares Trust Company of New York (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account. Any interest accruing on funds in the Escrow Account shall be first applied against the cost of maintaining the Escrow Account and comply with procedures required by the Escrow balance shall be distributed to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreement in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents Subscription Agreements to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement Agent, on the Company’s behalf, Agent of its acceptance of each subscription. The Company will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing first closing (the "Minimum Amount Closing") shall be held promptly with respect to Shares soldwithin 10 business days thereafter (the "Minimum Amount Closing Date"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “together with the Minimum Amount Closing and the Final Closing”, the "Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing Closing (“the "Final Closing”") to occur within ten (10) 10 business days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the Company at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent). Other than the Minimum Amount Closing and the Final Closing, no Closing shall be held for less than two (2) Units, except with the consent of the Company. The Executed certificates for the Shares constituting the Units and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (each, a "Closing Date"), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before by the Termination Date or if such Subscription Agreements have been received and accepted by the Company by the Minimum Amount Closing Date but all funds for any reasonthe Minimum Amount have not been collected by the Escrow Agent by such date, the Offering will be terminated, no Shares Units or additional Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company OPCO and Issuer shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company OPCO and Issuer shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group OPCO and Issuer and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyIssuer, OPCO, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Issuer and OPCO will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares Units sold. Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock and Warrants will be issued made available to the investors in the Offering in book entry format Placement Agent for checking and packaging at least one business day prior to each Closing.. The Company’s transfer agent, to be engaged prior to the First Closing, shall be instructed by the Company to deliver such Common Stock certificates and Warrants within a commercially reasonable time after each Closing.1
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Adgero Biopharmaceuticals Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company KnowFat and Pubco shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company KnowFat and Pubco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group KnowFat and Pubco and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to pages, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyPubco, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. The Shares Executed certificates for the shares of Common Stock and Warrants constituting the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (UFood Restaurant Group, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the address identified in the Subscription Documents.
(c) Simultaneously with the delivery to the Placement Agent at of the Placement Agent’s offices at the address set forth in Section 12 hereofSubscription Documents, together with the subscriber’s wire transfer in check or other good funds will be forwarded directly by the full amount of the purchase price for the number of Shares desired to be purchased, subject subscriber to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Delaware Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an the escrow agreement among the Company, Technologies, the Placement Agent and the Escrow Agent Delaware Trust Company (the “Escrow Agreement”). The Company will shall pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agent. It is the Company’s obligation to forward directly to the subscriberssubscribers the documents countersigned by the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ed) If subscriptions for at least the Minimum Offering Amount for closing have been accepted prior to by the Termination DateCompany during the Initial Offering Period, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “Initial Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold during the Offering Period until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted during the Offering Period at times mutually agreed to by between the Company and the Placement Agent and the Company with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each Closing against delivery at such place as may be mutually agreed upon between the Company and the Placement Agent, net of the Shares amounts agreed upon by the Companyparties herein, including, the Blue Sky counsel as of such Closing. The Shares Company does not intend to issue physical certificates for the Common Stock and instead will issue electronic stock certificates in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The electronic stock certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent within ten (10) business days following each Closing. At each Closing, the Company will deliver irrevocable issuance instructions for the electronic issuance of certificates representing the Common Stock being sold. The Company will forward directly to the subscribers the executed subscription documents signed by the Company within ten (10) business days following each Closing.
(fe) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reasonInitial Offering Period, the Offering will may be terminatedterminated by the Company, in which case no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and deduction. The Company will promptly cooperate to accomplish be responsible for all the foregoing, including providing fees charged by the Escrow Agent with any requested written instructions in such regardAgent.
Appears in 1 contract
Samples: Placement Agent Agreement (Odyssey Semiconductor Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesSecurities.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares shares of Common Stock or Pre-Funded Warrants desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares the Securities sold. Thereafter remaining Shares shares of Common Stock and Pre-Funded Warrants will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares Securities has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Securities from funds held in the Escrow Account will be made at each Closing against delivery of the Shares shares of Common Stock and Pre-Funded Warrants by the Company. The Shares shares of Common Stock will be issued to the investors in the Offering in book entry format at each Closing, subject to certain carve-outs as set forth in the Subscription Agreement.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages investor eligibility questionnaire, a subscription agreement and a Registration Rights Agreement (as hereinafter defined) in the forms annexed to the Subscription Agreement Memorandum (collectively, the “Subscription Documents”), which will be forwarded or delivered to the applicable Co-Placement Agent at the such Co-Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s check or good funds (including wire transfer of funds) in the full amount of the purchase subscription price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All The Subscription Documents shall direct prospective purchasers to tender funds for subscriptions received by the Placement Agent from for the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All funds for subscriptions received from the Offering by the Co-Placement Agents or the Company will be promptly forwarded by such Co-Placement Agent or the Company, as the case may be, to, and deposited into, the Escrow Account. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Co-Placement Agent Agents and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Co-Placement Agent Agents for distribution to the subscribers. The Company will give notice to the Co-Placement AgentAgents of its acceptance of each subscription. The Company, or the Co-Placement Agents on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Co-Placement Agents upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Expiration Date, or the Termination DateDate if the Co-Placement Agents and the Company have agreed to extend the Offering Period as contemplated in Section 1(e), the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until those Units (the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for). Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account against delivery of the Units by the Company, will be made at each the Closing against delivery at the offices of May Xxxxx at the Shares by address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the CompanyCompany and the Co-Placement Agents), net of amounts due to the Co-Placement Agents and their blue sky counsel as of such Closing. The Shares Executed instruments/certificates for the Common Stock and Warrants constituting the Units and the Agent’s Warrants (as hereinafter defined) will be issued in such authorized denominations and registered in such names as the Co-Placement Agents may request on or before the date of Closing (the “Closing Date”), and will be made available to the investors in Co-Placement Agents for checking and packaging at their respective offices at the Offering in book entry format at each Closing.
(fd) If If, on or before the Termination Date (as defined below),
(i) Subscription Documents for and the funds therefor equal to at least the Minimum Offering Amount have not been received and accepted by the Company on Company, and
(ii) all of the conditions set forth in this Agreement or before elsewhere to the Termination Date for any reasonclosing of the sale of at least the Minimum Amount have not been received and accepted by the Company, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at upon written instructions of the Co-Placement Agents and the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Co Placement Agent Agreement (CHINA BAICAOTANG MEDICINE LTD)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to covering the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price Offering Price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferpur-chased.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Offering, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribersSubscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers Subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldsold (the “First Closing”). Thereafter Thereafter, the remaining Shares will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each each, including the First Closing, a “Closing”, and all, the “Closings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares sold, with the final closing (the “Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forDate. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel pursuant to Section 6(i) hereof as of such Closing. The Executed certificates for the Shares and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (“Closing Date”), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent’s office at least one full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Adagio Acquisition I, Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumDisclosure Materials, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum Disclosure Materials in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Disclosure Materials or to use any offering materials other than those contained in the Memorandum Disclosure Materials in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature BankContinental Stock Transfer & Trust Company, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser investor will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Offering Documents”), which will be forwarded or delivered to the Placement Agent Brookline at the Placement Agent’s offices of Brookline at the address set forth in Section 12 hereof, together with 14 hereof setting forth the subscriber’s wire transfer amount of Securities desired to be purchased. The funds in the full amount of the purchase price for the number of Shares Securities desired to be purchased, subject purchased will be transmitted by wire transfer directly to the Escrow Agent’s Agent (as defined below) right to accept a check in lieu of a wire transfer).
(db) All funds for subscriptions received to purchase Securities from prospective investors will be transmitted directly by the Placement Agent from the Offering (not otherwise wired directly such prospective investor to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into in a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York ServisFirst Bank or another agent mutually acceptable to the parties (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the between Company, the Placement Agent Brookline and the Escrow Agent (Agent, which will be in form and substance reasonably satisfactory to the “Escrow Agreement”)parties thereto. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a Closing occurs. Company shall have the Escrow Agent. The Company will either sole right to accept or rejectreject subscriptions for the purchase of Securities, for any and Brookline shall have no power or no reason, the Subscription Documents in a timely fashion and at each Closing, the authority to bind Company. Company will countersign the Subscription Documents and shall provide duplicate Brookline copies of such documents executed Offering Documents with respect to the Placement Agent for distribution purchase of Securities by prospective investors. Notwithstanding any provision of this Agreement to the subscribers. The Placement Agentcontrary, on Company shall be under no obligation to consummate the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsOffering.
(ec) If subscriptions for at least the Minimum Offering Amount from prospective investors have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement and in the Offering Documents have been fulfilled (other than such conditions as are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue required to be offered and sold until fulfilled at Closing), a closing on the Termination Date and additional closings prospective investors’ subscriptions (each a the “Closing”) may from time to time be conducted at times shall occur on such date as is mutually agreed by Company and Brookline (such date, the “Closing Date”). The Escrow Agent shall follow the written instructions submitted by Company and Brookline and disburse the funds simultaneously to the payees by wire transfer at the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final time of Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted prospective investors’ subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to Company at each Closing against delivery by Company of the Shares by Securities, which wire transfer shall be net of amounts due to Brookline, Brookline’s counsel, if Brookline so directs, and Company’s counsel, if Company so directs, and the Company. The Shares will be issued to the investors in the Offering in book entry format at each ClosingEscrow Agent, if any.
(fd) If Subscription Documents for at least all of the Minimum Offering Amount conditions set forth in the Memorandum have not been received and accepted by the Company fulfilled on or before the Termination Date for any reasonreason (other than such conditions as are required to be fulfilled at Closing), the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written directionrequest of Brookline, cause all monies received from subscribers prospective investors that subscribed for the Shares Securities to be promptly returned to such subscribers investors without interest, penalty, expense interest or deduction and offset.
(e) The conditions set forth in the Placement Agent and Company will promptly cooperate Memorandum that must be satisfied (or otherwise waived) for a Closing to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoccur must be reasonably satisfactory to Brookline.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Samples: Placement Agency Agreement (Kintara Therapeutics, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumOffering Materials, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum Offering Materials in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Materials or to use any offering materials other than those contained in the Memorandum Offering Materials in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Continental Stock Transfer & Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter and assuming the Company agrees, remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Samples: Placement Agency Agreement (Super League Enterprise, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of any offering documents (the Memorandum“Subscription Documents”) and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares until Securities during the earlier of (i) the Termination Date or (ii) the Final Closing. No Term, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the address identified in the Subscription Documents.
(c) Simultaneously with the delivery to the Placement Agent at of the Placement Agent’s offices at the address set forth in Section 12 hereofSubscription Documents, together with the subscriber’s wire transfer check or other good funds will be forwarded directly by the subscriber as per the instructions in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)Subscription Documents. All such funds for subscriptions will be held in safekeeping and isolated from all other funds until all the Escrow Account pursuant conditions for closing as set forth in the Subscription Documents are satisfied. Subject to the terms receipt of an escrow agreement among subscriptions for the Companyamount for Closing, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution Agent. It is the Company’s obligation to forward directly to the subscriberssubscribers the documents countersigned by the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ed) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account safekeeping will be made at each the Closing against delivery at such place as may be mutually agreed upon between the Company and the Placement Agent, net of the Shares Financing Fee and the Katalyst Legal Fee. The electronic stock certificates issued by the CompanyCompany to subscribers will be disseminated to such subscriber directly by the Company within ten (10) business days following the Closing. The Shares Company will be issued forward directly to the investors in subscribers the Offering in book entry format at each executed subscription documents signed by the Company within ten (10) business days following the Closing.
(fe) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted is terminated by the Company on or before the Termination Date for any reasonClosing, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to Securities shall be promptly returned to such subscribers purchasers without interest, penalty, expense or deduction and the Placement Agent and deduction. The Company will promptly cooperate to accomplish be responsible for all the foregoing, including providing Escrow Agent with any requested written instructions in such regardfees incurred for the return of the funds.
Appears in 1 contract
Samples: Placement Agent Agreement (Wrap Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company Organovo and Pubco shall cause to be delivered to the Placement Agent copies of the MemorandumMemorandum and have each consented, consents and hereby consent, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes each authorize the Placement Agent and its agents and employees to use the Memorandum in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesUnits.
(b) During the Offering Period, the Company Organovo and Pubco shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group Organovo and Pubco and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and the Registration Rights Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyPubco, Organovo, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Pubco and Organovo will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company, or the Placement Agent, Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount (including the Bridge Note Conversion Amount) have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Units has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each Closing against delivery of the Shares and Warrants by the Company. The Shares Executed certificates for the Common Stock, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing or within five (5) business days following a Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Organovo Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to for the Subscription Agreement (the “Subscription Documents”)Securities Purchase Agreement, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 10 hereof, together with executed copies of all other documents contemplated by the subscriberSecurities Purchase Agreement, any other documents reasonably requested by the Company, and such prospective purchaser’s check, wire transfer or other good funds in the full amount of the purchase price aggregate Purchase Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank of America (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to the “Escrow Agreement”)Company and the Placement Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required Account, regardless of whether a closing occurs hereunder. Subject to the receipt of such subscriptions for the Minimum Amount, the Company, or the Placement Agent on the Company’s behalf (any such acceptance by the Escrow Agent. The Company Placement Agent on the Company’s behalf to be subject to such guidelines as shall be agreed upon by the Placement Agent and the Company) will either accept or reject, for any or no reason, reject the Subscription Documents Securities Purchase Agreement in a timely fashion and at each Closing, the Company closing of the Offering will countersign the Subscription Documents Securities Purchase Agreement and provide duplicate copies of such documents Agreements to the Placement Agent for distribution delivery to the subscriberspurchasers. The Company will give written notice to the Placement Agent of its acceptance or rejection of each subscription. The Company, or the Placement Agent, on the Company’s behalf, will promptly return to subscribers prospective purchasers of Units in this Offering incomplete, improperly completed, improperly executed and rejected subscriptionsSecurities Purchase Agreements and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount Units have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to the Company at each Closing closing against delivery by the Company of the Shares by Units, which wire transfer shall be net of amounts due to the CompanyPlacement Agent. The Shares Units and the Broker’s Warrants will be in such authorized denominations and issued in such names as the Placement Agent may request on or before the second full business day prior to the investors in the Offering in book entry format at each ClosingClosing Date.
(fd) If Subscription Documents Securities Purchase Agreements for at least the Minimum Offering Amount Units have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the “Expiration Date”), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for prospective purchasers of Units in the Shares Offering to be promptly returned to such subscribers without interest, penalty, expense interest or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (22nd Century Group, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to for the Subscription Agreement in the form attached to the Memorandum as ANNEX A (the “"Subscription Documents”Document"), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “"Escrow Account”") established for such purpose with Signature Bank, New York, New York Bank (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to the “Escrow Agreement”)Company and the Placement Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required Account, regardless of whether a closing occurs hereunder. Subject to the receipt of such subscriptions for the Minimum Amount, the Company, or the Placement Agent on the Company's behalf (any such acceptance by the Escrow Agent. The Company Placement Agent on the Company's behalf to be subject to such guidelines as shall be agreed upon by the Placement Agent and the Company) will either accept or reject, for any or no reason, reject the Subscription Documents Document in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Document and provide duplicate copies of such documents Agreements to the Placement Agent for distribution to the subscribersSubscribers. The Company will give written notice to the Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the Placement Agent on the Company’s 's behalf, will promptly return to subscribers Subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the "First Closing"). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “Closing”"Closings") may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“"Final Closing”") to occur within ten (10) 10 days after the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent's offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and Blue Sky counsel pursuant to Section 5(k) hereof as of such Closing. The Shares Executed certificates for the Notes and Warrants constituting the Units and the Agent's Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing ("Closing Date"), and will be made available to the Offering in book entry format Placement Agent for review and packaging at each Closingthe Placement Agent's office at least one full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the "Expiration Date"), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense interest or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (Vyteris Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company has caused, or shall cause cause, to be delivered to the Placement Agent copies of the MemorandumMemorandum and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No Date, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the SharesOffering.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective its affairs and shall provide reasonable access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to (i) complete and execute an original signature pages to the a Subscription Agreement (and to deliver the “Subscription Documents”), which will be forwarded or delivered same to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s and (ii) to wire transfer in the full amount of the purchase price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer, to Signature Bank, as escrow agent (the “Escrow Agent”), in accordance with the terms and conditions of the Subscription Agreements.
(d) All The Escrow Agent will deposit all funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all reasonable fees related to the establishment and maintenance of the Escrow Account and comply with procedures required Account. The Placement Agent shall, in a timely fashion, deliver to the Company an executed copy of each Subscription Agreement received by the Escrow Placement Agent. The Company will either accept or reject, in whole or in part, for any or no reason, the each Subscription Documents Agreement in a timely fashion and at each Closing, Closing the Company will countersign each Subscription Agreement accepted by the Subscription Documents Company and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalfbehalf and at its direction, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsSubscription Agreements and give written notice thereof to the Company upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Agent, and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter remaining Shares Units will continue to be offered and may be sold until the Termination Date and additional closings (each a “Closing”, and the date on which any Closing occurs, a “Closing Date”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after of the earlier of the Termination Outside Date and the date on which all of the all Shares has Units have been fully subscribed for, all in accordance with the procedures set forth herein. Delivery of payment of the net purchase price for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made to the Company at each Closing against delivery of the Shares Notes and Warrants by the CompanyCompany to the Purchasers. The Shares Executed Notes, Warrants and the Placement Agent Warrants will be issued in such authorized denominations and will be registered in such names as the Placement Agent may request and will be made available to the investors in Placement Agent for checking and packaging at the Placement Agent’s office at each Closing or within three (3) business days following a Closing; provided, however, that, unless a later date shall be requested by the Placement Agent, the Agent Warrants will be delivered upon the earlier of (i) the Final Closing and (ii) the end of the Offering in book entry format at each ClosingPeriod.
(f) If Subscription Documents for at least the Minimum Offering Amount no subscriptions have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumOffering Materials, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum Offering Materials in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Materials or to use any offering materials other than those contained in the Memorandum Offering Materials in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Continental Stock Transfer & Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter and assuming the Company agrees, remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Samples: Placement Agency Agreement (Super League Enterprise, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”)Company. All such funds for subscriptions will be held in the Escrow Account pursuant Subject to the terms receipt of an escrow agreement among subscriptions for the Companyamount for Closing, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent Company and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date or the date that additional subscription amounts up to the Maximum Offering amount have been collected by the Company. Executed certificates for the Shares and additional closings (each a “Closing”) may from time to time the Warrants will be conducted at times mutually agreed to by in such authorized denominations and registered in such names as the Placement Agent and may request on or before the Company with respect to additional Shares sold, with date of the final closing Closing (“Final ClosingClosing Date”) ). The certificates will be forwarded to occur the subscriber directly by the stock transfer agent as within ten (10) business days after following each Closing. At each Closing, the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery issuance of certificates representing the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be being sold, and pursuant to (ii) issue and deliver the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardapplicable Warrants.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two original omnibus signature pages to for the Subscription Agreement in the form attached to the Memorandum as ANNEX A (the “Subscription Documents”"SUBSCRIPTION AGREEMENT"), which will be forwarded or delivered to the each Placement Agent at the such Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the each Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”"ESCROW ACCOUNT") established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”"ESCROW AGENT"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the each Placement Agent and the Escrow Agent (Agent, such agreement to be in form and substance satisfactory to the “Escrow Agreement”)Company and each Placement Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account, regardless of whether a closing occurs hereunder. Subject to the Escrow Agent. The receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreement in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreement and provide duplicate copies of such documents Agreements to the applicable Placement Agent for distribution to the subscribers. The Company will give written notice to each respective Placement AgentAgent of its acceptance or rejection of each subscription. The Company, or the applicable Placement Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to such Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final the "Closing”") to shall occur within ten (10) days after the earlier of the Termination Date and or the date on which sale of at least the all Shares has been fully subscribed forMinimum Amount (the "CLOSING DATE"). Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to the Company at each Closing against delivery by the Company of the Shares by Common Stock and Warrants comprising the CompanyUnits, which wire transfer shall be net of amounts due to the Placement Agents and Blue Sky counsel pursuant to Section 5(i). The Shares Common Stock, the Warrants and the Agents' Warrants will be in such authorized denominations and issued in such names as the Placement Agents may request on or before the second full business day prior to the investors in Closing Date, and will be made available to the Offering in book entry format Placement Agents for review and packaging at each ClosingXxxxxxx Xxxxx'x office at least one full business day prior to the Closing Date.
(fd) If Subscription Documents Agreements for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminatedterminated (the date of such termination being referred to herein as the "EXPIRATION DATE"), no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the request of each Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense interest or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardoffset.
Appears in 1 contract
Samples: Placement Agency Agreement (Vyteris Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent, any Sub-Agent and its their respective representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent and a Sub-Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-separate non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of this Escrow Account. Subject to the Escrow Account and comply with procedures required by receipt of subscriptions for the Escrow Agent. The Minimum Amount for the First Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted by the Company prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount (including any over-allotment) has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and the Blue Sky counsel as of such Closing. Executed certificates for the Units will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Units within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Enumeral Biomedical Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an one original omnibus signature pages page which shall serve as the signature page for each of the Subscription Agreement, Registration Rights Agreement and Stockholders Agreement in the forms annexed to the Subscription Agreement Memorandum (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer check or good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to offering of the Escrow Agent) Units will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-bearing the escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York American Stock Transfer & Trust Company or such other financial institution selected by the Placement Agent (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Any interest accruing on funds in the Escrow Account shall be utilized first to reimburse the Company for such fees and the balance, if any, shall be distributed to the Placement Agent. The Subject to the receipt of such subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, reject the Subscription Documents in a timely fashion fashion, after receiving them from the Placement Agent or subscribers, and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents Agreements to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement Agent, on the Company’s behalf, Agent of its acceptance of each subscription. The Company will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination DateDate (subject to the fulfillment of the Section 1(e) Requirements), the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company agreeable with respect to additional Shares sold, Units sold with the final closing (“Final Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made made, pursuant to written instructions signed by the Company and by STVI, at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent). The Executed certificates for the Shares constituting the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (“Closing Date”), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent’s office at least one full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at pursuant to written instructions signed by the Company’s Company and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Prospect Medical Holdings Inc)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an two (2) original omnibus signature pages to the Subscription Agreement and Registration Rights Agreement (collectively referred to as the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer check or other immediately available funds in the full amount of the purchase price Purchase Price for the number principal amount of Shares Convertible Notes desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to, and deposited into into, a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the first closing (“First Closing Closing”) shall be held promptly with respect to Shares soldConvertible Notes subscribed. Thereafter Thereafter, the remaining Shares principal amount of Convertible Notes will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Convertible Notes sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares entire Over-allotment has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Convertible Notes from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Notes by the CompanyCompany at the address set forth in Section 11 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its counsel as of such Closing. The Shares Executed instruments/certificates for the Convertible Notes will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Convertible Notes will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Convertible Notes to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Bazi International, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form, Accredited Investor Certification and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock comprising the Units, Investor Warrants and Brokers’ Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall make available to the Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Agent. The Company recognizes and agrees that the Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(b) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement the Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the Shares.
(b) During the Offering PeriodSecurities, unless the Company shall make available to first provides the Placement Agent and its representatives with notification of such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agentinformation, representations or offering materials.
(c) Each prospective purchaser in the Offering will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement respective Agent at the that respective Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All Simultaneously with the delivery to the Agent of the Subscription Documents, the subscriber’s check or other good funds for subscriptions received will be forwarded directly by the Placement Agent from the Offering (not otherwise wired directly subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Delaware Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent Katalyst, and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement AgentCompany will give notice to the Agent of its acceptance of each subscription. The Company, or the Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.subscriptions and give written notice thereof to the Agent upon such return. Placement Agency Agreement 14
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and the Securities sold until (the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for). Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each the Closing at Katalyst’s offices against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Agent), net of amounts agreed upon by the parties herein. Executed certificates for the Shares and the Warrants will be in such authorized denominations and registered in such names as the Agent may request on or before the date of the Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at each stock transfer agent as soon as practicable following the Closing. At the Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the Shares being sold and (ii) issue and deliver the applicable Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser subscriber will be required to complete and execute an original omnibus signature pages to page, for each of the Subscription Agreement and Investor Rights Agreement (collectively referred to herein as the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer check or other good funds in the full amount of the purchase price Offering Price for the number of Shares Units desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to, and deposited into into, a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York Bank (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Amount, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (“Closings,” each a closing, collectively with the First Closing, “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. The Shares Executed instruments/certificates for the shares of Common Stock and Warrants constituting the Units and the Agent’s Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”), and will be made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format Placement Agent’s office at each Closing.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written directionAgent or the Company, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (LabStyle Innovations Corp.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumUnits Subscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Units Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent, any Sub-Agent and its their respective representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent and a Sub-Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of the Company. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Units sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount (including any over-allotment) has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the Units will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Units within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”)Agreement, Anti-Money Laundering Form, Accredited Investor Certification and other related documents, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York agent (the “Escrow Agent”)) and deposited into a non interest bearing escrow account established for such purpose. All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least an amount acceptable to the Minimum Offering Amount Company for a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares an agreed upon amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Broker Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Investor Warrants and Broker Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Dynastar Holdings, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Investor Suitability Questionnaire, NASD Questionnaire, Investor Acknowledgment and Agreement, Subscription Agreement Agreement, Registration Rights Agreement, and Form W-9 or W-8BEN (together, the “Subscription Documents”) contained in the subscription booklet (the “Subscription Booklet”), along with the entire Subscription Booklet itself, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriberinvestor’s wire transfer good funds in the full amount of the purchase price Offering Price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferpur-chased.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Xxxxxx Street State Bank or Xxxxx Fargo Bank, New YorkN.A., New York as applicable, (the each, an “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the Minimum Offering, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribersInvestors. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers Investors incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(ec) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldsold (the “First Closing”). Thereafter Thereafter, the remaining Shares will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each each, including the First Closing, a “Closing”, and all, the “Closings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares sold, with the final closing (the “Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forDate. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel pursuant to Section 6(i) hereof as of such Closing. The Executed certificates for the Shares will be issued in such authorized denominations and registered in such names as the Placement Agent may request on or before the second full business day prior to the investors in date of each Closing (“Closing Date”), and will be made available to the Offering in book entry format Placement Agent for checking and packaging at each Closingthe Placement Agent’s office at least one full business day prior thereto.
(fd) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers investors for the Shares to be promptly returned to such subscribers investors without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered At or prior to the Placement Agent copies of the MemorandumClosing, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser each Investor will be required to complete and execute an original signature pages in the forms of Securities Purchase Agreement and Registration Rights Agreement annexed to the Subscription Agreement Memorandum (collectively, the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent Company at the Placement AgentCompany’s offices at the address set forth in Section 12 14 hereof, together with the subscriberInvestor’s wire transfer of immediately available funds in the full amount of the purchase price Offering Price for the number of Shares shares of Series C Preferred Stock desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the If Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Datereceived and accepted, the funds therefor therefore have been collected by the Escrow Agent Company and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing of the sale of such Series C Preferred Stock shall be held promptly with respect promptly, on or about March 19, 2015. Such date is referred to Shares sold. Thereafter remaining Shares will continue herein as the “Closing Date.” The Closing shall take place at the offices of Hunton & Xxxxxxxx LLP, Riverfront Plaza, East Tower, 000 Xxxx Xxxx Xxxxxx, Richmond, Virginia 23219, or at such other locations or remotely by facsimile transmission or other electronic means as the Company and Compass Point may mutually agree.
(c) On the Closing Date, subject to be offered and sold until the Termination Date and additional closings satisfaction or waiver of the closing conditions set forth herein, the Placement Agents shall cause SunTrust Bank, a Georgia banking corporation, as the escrow agent (each a the “ClosingEscrow Agent”) may from time ), to time be conducted at times mutually agreed pay to the Company the aggregate Offering Price (net of any Agents’ Fee, if the Agents’ Fee is withheld by the Placement Agents as provided in the immediately following paragraph) against the Company’s delivery of the Shares to the Investors. The Company will deliver physical stock certificates representing Shares purchased by the Investors pursuant to the Securities Purchase Agreements to the Investors at the addresses specified by such Investors in their Securities Purchase Agreements. If an Investor wishes to hold the purchased Shares in book-entry form though the book-entry system of Computershare Trust Company, N.A. (the “Transfer Agent”), the Investor may so request in the Securities Purchase Agreement and the Transfer Agent and will deliver to the Investor, within two days after the Closing Date, a written statement evidencing the Investor’s ownership of the purchased Shares.
(d) At the Closing Time, unless the Placement Agents have withheld such amount from the applicable purchase price paid by the Escrow Agent, at the direction of the Placement Agents, to the Company with respect to additional the Shares soldplaced by the Placement Agents on such date, the Company shall pay to the Placement Agents, by wire transfer of immediately available funds to an account or accounts designated by the Placement Agents, any Agents’ Fee amount payable with respect to the final closing Shares for which the Company shall have received the aggregate Offering Price.
(“Final e) At the Closing”) , the Company shall issue and sell to occur within ten (10) days after each Investor of Series C Preferred Stock, and each Investor shall purchase from the earlier Company, the number of Series C Preferred Stock set forth below each purchaser’s name on the Termination Date signature page of such purchaser’s Securities Purchase Agreement at a per share price equal to the Offering Price. On the Closing Date, immediately following the Closing, the Company shall make a wire transfer of immediately available funds to Compass Point, in an amount equal to the Agent’s Fee allocated as set forth in Section 4(d)(ii), hereof, the Agents’ Expense Reimbursement and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each ClosingBlue Sky Expenses.
(f) If Subscription Documents and funds for at least the Minimum Offering Amount have not been received and accepted by the Company on or before 4:59 P.M. Eastern Standard Time on the Termination Date for any reason, the Offering will be terminatedDate, no Shares Series C Preferred Stock will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, Company will cause all monies received from subscribers for the Shares Investors to be promptly returned to such subscribers Investors without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Wheeler Real Estate Investment Trust, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Bridge Notes until the earlier of (i) the Termination Date or (ii) the Final Closing. No Closing (as defined in Section 4(e) below), and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesBridge Notes, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Bridge Notes sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Bridge Notes will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company with respect to additional Shares Bridge Notes sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Bridge Notes from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s office against delivery of the Shares Bridge Notes by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. The Shares Bridge Notes will be issued after each Closing and will be forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent within seven (7) business days following each Closing. Executed certificates for the Placement Agent Warrants will be issued in such authorized denominations and registered in such names as the Placement Agent may request within seven (7) business days following each Closing (“Closing Date”).
(f) If no Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Bridge Notes will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Bridge Notes to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Units until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesUnits, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”), ) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The acceptance of any Subscription Documents will be subject to the reasonable approval of Rackwise. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount a Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldUnits sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional Date. Additional closings (each a “ClosingClosings”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company with respect to additional Shares Units sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares Units from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Units by the CompanyCompany at the address set forth in Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts due to the Placement Agent and its Blue Sky counsel as of such Closing. Executed certificates for the shares of Common Stock and Investor Warrants constituting the Units and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format transfer agent or the Company’s designated agent at each Closing. The Company will issue the certificates for the Common Stock, Investor Warrants and Brokers’ Warrants within twenty (20) days of each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount for Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumOffering Materials, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum Offering Materials in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Materials or to use any offering materials other than those contained in the Memorandum Offering Materials in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York and Continental Stock Transfer & Trust Company (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptions.
(e) If subscriptions for at least the Minimum Offering Amount have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing shall be held promptly with respect to Shares sold. Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the Company. The Shares will be issued to the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regard.
Appears in 1 contract
Samples: Placement Agency Agreement (Super League Enterprise, Inc.)
Subscription and Closing Procedures. (a) A. The Company Issuer shall cause to be delivered to the Placement Agent copies of the MemorandumOffering Circular and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Offering Circular in connection with the offering sale of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Offering Circular or to use any offering materials other than those contained in the Memorandum Offering Circular in connection with the sale of the Shares.
(b) During the Offering Period, the Company B. The Issuer shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group Issuer and their respective its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) C. Each prospective purchaser will be required to complete and execute an original signature pages to copy of the Subscription Agreement Offering Circular and the exhibits thereto (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Placement Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) D. All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York a bank acceptable to Issuer and Placement Agent (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the CompanyIssuer, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company Issuer will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The Company receipt of subscriptions for the Minimum Amount, the Issuer will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing Issuer will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Issuer, or the Placement Agent, Agent on the CompanyIssuer’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) E. If subscriptions for at least the Minimum Offering Amount Shares have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldsold (the “First Closing”). Thereafter Thereafter, remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by between the Placement Agent and the Company Issuer with respect to additional Shares sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares has been fully subscribed forsubscribed. Delivery of payment for the accepted subscriptions for Shares from funds held in the Escrow Account will be made at each Closing against delivery of the Shares by the CompanyIssuer. The Shares Executed certificates for the Preferred Stock will be issued in such authorized denominations and, with respect to investors located by the Placement Agent, will be registered in such names as the Placement Agent may request and will be made available to the investors in the Offering in book entry format Placement Agent for checking and packaging at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense office at each Closing or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardwithin ten (10) business days following a Closing.
Appears in 1 contract
Samples: Placement Agent Agreement (Sack Lunch Productions Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the MemorandumSubscription Documents and has consented, consents and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Memorandum Subscription Documents in connection with the offering sale of the Shares Securities until the earlier of (i) the Termination Date or (ii) the Final Closing. No , and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum Subscription Documents or to use any offering materials other than those contained in the Memorandum Subscription Documents in connection with the sale of the SharesSecurities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) During the Offering Period, the The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and its affairs. The Company shall provide access to such employees during normal business hours the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer hereof or to an address identified in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transferSubscription Documents.
(d) All funds for subscriptions received by Simultaneously with the delivery to the Placement Agent from of the Offering (not otherwise wired Subscription Documents, the subscriber’s check or other good funds will be forwarded directly by the subscriber to the Escrow Agent) will be promptly forwarded by the Placement Agent escrow agent and deposited into a non-interest-non interest bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by Account. Subject to the Escrow Agent. The receipt of subscriptions for the amount for Closing, the Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Company will give notice to the Placement AgentAgent of its acceptance of each subscription. The Company, or the Placement Agent on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent upon such return.
(e) If subscriptions for at least the Minimum Offering Amount for Closing have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to Shares soldthe Securities sold (the “First Closing”). Thereafter Thereafter, the remaining Shares Securities will continue to be offered and sold until the earlier of the Termination Date and or the date that additional closings subscription amounts up to the Maximum Offering amount have been collected by the Escrow Agent. Additional Closings (each a “Closing”, collectively “Closings”) may from time to time be conducted at times mutually agreed to by between the Company and the Placement Agent and the Company with respect to additional Shares Securities sold, with the final closing (“Final Closing”) to occur within ten (10) 10 days after the earlier of the Termination Date and the date on which the all Shares Maximum Offering Amount has been fully subscribed for. Delivery of payment for the accepted subscriptions for Shares the Securities from the funds held in the Escrow Account will be made at each Closing at the Placement Agent’s offices against delivery of the Shares Securities by the CompanyCompany at the address set forth in Section 10 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts agreed upon by the parties herein, including, the blue sky counsel as of such Closing. Executed certificates for the shares of Common Stock and the Brokers’ Warrants will be in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of each Closing (“Closing Date”). The Shares certificates will be issued forwarded to the investors in subscriber directly by the Offering in book entry format at stock transfer agent within ten (10) days of each Closing. At each Closing, the Company will (i) deliver irrevocable issuance instruction to its stock transfer agent for the issuance of certificates representing the shares of Common Stock being sold, and (ii) issue and deliver the applicable Brokers’ Warrants.
(f) If Subscription Documents for at least the Minimum Offering Amount for a Closing have not been received and accepted by the Company on or before the Termination Date for any reason, the Offering will be terminated, no Shares Securities will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Securities to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regarddeduction.
Appears in 1 contract
Samples: Placement Agency Agreement (Akoustis Technologies, Inc.)
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies For sales of the Memorandum, consents to the use of such copies for the purposes permitted Shares made by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the through Placement Agent.
(c) Each , each prospective purchaser will be required to complete and execute an one original signature pages to page of the Subscription Agreement (in the “Subscription Documents”)form annexed to the Registration Statement, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s 's offices at the address set forth in Section 12 11 hereof, together with the subscriber’s wire transfer 's check or good funds in the full amount of the purchase price Purchase Price Per Share for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(db) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent not later than noon of the first business day following receipt thereof to, and deposited into a non-interest-bearing in an escrow account (the “"Escrow Account”") with, Xxxxx Fargo, N.A., acting as escrow agent established for such the purpose with Signature Bank, New York, New York of holding subscription funds prior to a Closing (the “"Escrow Agent”"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”)escrowed funds shall only be invested in accordance with SEC Rule 15c2-4. The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow AgentAccount. The Company will either accept or reject, for any or no reason, reject the Subscription Documents Agreements in a timely fashion and at each Closing, the Company Closing will countersign the Subscription Documents Agreements and provide duplicate copies of such documents agreements to the Placement Agent. The Company will give written notice to the Placement Agent for distribution to the subscribersof its acceptance or rejection of each subscription. The Company, or the Placement Agent, Agent on the Company’s 's behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionssubscriptions and give written notice thereof to the Placement Agent or Company, as applicable, upon such return.
(ec) If subscriptions for at least At such time or times as the Minimum Offering Amount have been accepted prior to the Termination DateCompany determines, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Closing a closing shall be held promptly with respect to that portion of the Shares soldsold (each, a "Closing"). Thereafter remaining Shares will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) Closings may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares sold, with the final closing (“Final Closing”) Closing to occur within ten (10) days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed foroffered. Delivery of payment for the accepted subscriptions for Shares from the funds held in the Escrow Account will be made at each Closing at the Company's offices against delivery of the Shares by the transfer agent of the Company, net of amounts due to the Placement Agent as of such Closing. The Executed Shares will be in such authorized denominations and issued to in such names as the investors in the Offering in book entry format at each Closing.
(f) If Subscription Documents for at least the Minimum Offering Amount have not been received and accepted by the Company Placement Agent may request on or before the Termination Date for any reason, the Offering will be terminated, no Shares will be sold, and pursuant second full business day prior to the terms date of the Escrow Agreement, the Escrow Agent will, at the Company’s and the Placement Agent’s written direction, cause all monies received from subscribers for the Shares to be promptly returned to such subscribers without interest, penalty, expense or deduction and the Placement Agent and Company will promptly cooperate to accomplish the foregoing, including providing Escrow Agent with any requested written instructions in such regardeach Closing ("Closing Date").
Appears in 1 contract
Samples: Placement Agency Agreement (Catalyst Lighting Group Inc)
Subscription and Closing Procedures. (a) The Company shall cause Units sold in the Offering will be sold pursuant to be delivered Subscription Agreements between Pubco and the investors in the Offering in the form annexed to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the sale of Units in the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing the escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement the Escrow Agreement by and among the CompanyPlacement Agent, the Placement Agent VirtualScopics and the Escrow Agent (the “Escrow Agreement”)Agent. The Company Pubco will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company will countersign the Subscription Documents and provide duplicate copies of such documents to the Placement Agent for distribution to the subscribers. The Placement Agent, on the Company’s behalf, will promptly return to subscribers incomplete, improperly completed, improperly executed and rejected subscriptionsAccount.
(ec) If subscriptions for at least the Minimum Offering Amount $3,000,000 of Units have been accepted prior to the Termination Dateexpiration of the Initial Offering Period or any extension thereof, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement are fulfilled, the First Initial Closing shall be held promptly in accordance with the terms of the Subscription Agreements with respect to Shares the Units sold at the offices of Xxxxxxxxx Xxxxxxx, LLP, counsel to Pubco. Thereafter, additional closings may be held until the full $6.0 million of Units is sold. Thereafter To the extent the over-allotment option is exercised, the remaining Shares Units will continue to be offered and sold until the Termination Date and additional closings (each a “Closing”) may from time to time be conducted at times mutually agreed to by the Placement Agent and the Company with respect to additional Shares soldDate, with the final closing (the “Final Closing” and each closing of the purchase and sale of Units is referred to in this Agreement as a “Closing”) to occur within ten (10) 10 days after from the earlier of the Termination Date and or the date on which the sale of all Shares has been fully subscribed forUnits offered. Delivery of payment for the accepted subscriptions for Shares Units from funds held in the Escrow Account will be made at each the Closing against delivery of the Shares Units by Pubco. Executed certificates for the Company. The Shares securities comprising the Units and the Placement Agent Warrants will be issued made available to the investors in Placement Agent for checking and packaging at the Offering in book entry format at each Placement Agent’s office prior to the Closing or within five (5) business days following the Closing.
(fd) If Subscription Documents subscriptions for at least the Minimum Offering Amount $3,000,000 of Units have not been received and accepted by the Company Pubco (with VirtualScopics’ consent) on or before the Termination Date expiration of the Initial Offering Period or any extension thereof for any reason, the Offering will be terminated, no Shares Units will be sold, and pursuant to the terms of the Escrow Agreement, the Escrow Agent will, at the Company’s and request of the Placement Agent’s written direction, cause all monies received from subscribers for the Shares Units to be promptly returned to such subscribers without interest, penalty, expense or deduction deduction. Subject to the receipt of such subscriptions for $3,000,000, Pubco (with VirtualScopics’ consent) will accept or reject the Subscription Document in a timely fashion and at each Closing will countersign the Subscription Document and provide duplicate copies of such Agreements to the Placement Agent and Company for distribution to the Subscribers. Pubco will give written notice to the Placement Agent of its acceptance or rejection of each subscription. Pubco or the Placement Agent on the Company's behalf, will promptly cooperate return to accomplish Subscribers incomplete, improperly completed, improperly executed and rejected subscriptions and give written notice thereof to the foregoing, including providing Escrow Placement Agent with any requested written instructions in upon such regardreturn.
Appears in 1 contract
