Terms of the Offering. We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.
Terms of the Offering. (a) The Offering is being made on a “best efforts” basis with no minimum offering amount of subscriptions for the Securities. In the event a subscription is not accepted by the Company or FMSC, such rejected subscription funds will be returned to the subscriber without interest or deduction.
(b) The Company has prepared a Securities Purchase Agreement and Form of Warrant to be delivered to all prospective investors. The Securities Purchase Agreement and Form of Warrant, including all supplements, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as the “Documents” and shall include any supplements or amendments in accordance with this Agreement. No later than two business days after sale of the Securities, the company shall prepare and file with the SEC a prospectus supplement (“Prospectus Supplement”) to the Registration Statement describing the amount and term of the Securities, the retention of the Selling Agent and such other matters as the Company and its counsel shall deem necessary or desirable in order to comply with this Agreement, the Act and the regulations promulgated thereunder. The Offering shall commence on the date hereof, and shall expire at 3:00 p.m., New York time, on September 30, 2007. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (“Subscribers”) who desires to purchase Securities shall deliver to the Selling Agent the Securities Purchase Agreement and other Documents required to be executed by the investor and immediately available funds in the amount necessary to purchase the amount of Securities such Prospective Investor desires to purchase. The Selling Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities. Purchasers in the Offering shall be “accredited investors” as determined in accordance with SEC Regulation Section D 501.
Terms of the Offering. (a) The Company has prepared and delivered to the Placement Agent copies of a Confidential Private Placement Memorandum dated as of October 22, 2007 (as may be amended from time to time, and including the exhibits thereto, the “Memorandum”), relating to, among other things, the business of the Company, its financial condition, the Securities and the terms of Offering.
(b) Pursuant to the Offering as further described in the Memorandum the Offering shall consists of Units with an aggregate purchase price of up to $5,000,000, exclusive of the over-allotment option for up to an additional $1,000,000 of gross proceeds. The minimum subscription amount per prospective investor (“Prospective Investor”) shall be $50,000. The Warrants will have a term of five (5) years from the Initial Closing as determined in Section 3(a) below and will be exercisable at an exercise price of $3.00 per share and shall provide for “Cashless Exercise” upon certain conditions. The investors shall be entitled to such “registration rights”, anti-dilution protection, and other rights as are described in the Offering Documents (as defined below).
(c) The Offering shall commence on the date hereof and shall expire on November 19, 2007; provided however, that if the Minimum Offering has not been deposited into escrow on or before November 19, 2007, the Company and Placement Agent may agree to extend the Offering until January 19, 2008. Such period, as the same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(d) Each Prospective Investor who desires to purchase Securities shall deliver to the Placement Agent a fully executed Subscription Agreement, Investor Questionnaire , and such other agreements as are required to be signed in connection with the Offering (together with the Memorandum, Subscription Agreement, Investor Questionnaire, and other exhibits thereto, the “Offering Documents”) along with payment in the form of immediately available funds for the Units that such Prospective Investor desires to purchase. Upon receipt of the executed Offering Documents, the Placement Agent shall forward such documents to the Company for review, keeping a copy of such documents for its records. The Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securi...
Terms of the Offering. The Company is advised by you that the Underwriters propose to offer the Securities for sale to the public as set forth in the Time of Sale Prospectus.
Terms of the Offering. The Subscriber acknowledges (on its own behalf and, if applicable, on behalf of each person on whose behalf the Subscriber is contracting) that this subscription is subject to rejection or allotment by the Corporation in whole or in part.
Terms of the Offering. As of October 31, 1996, the initial offering of $15,000,000 of limited partnership units was closed. At the time the offering was closed the Partnership had received a total of $14,932,017 of subscriptions. The General Partners elected in September, 1996, to continue the offering of Units. The Partnerships second offering of $30,000,000 of Units commenced in December, 1996. As this new offering is part of the Partnerships ongoing business, there is no escrow and all proceeds from the sale of Units is paid directly to the Partnership. As of December 31, 1996, the Partnership had received a total of $310,937 in new subscriptions in connection with its second offering. The aggregate combined subscriptions total $15,242,954.
Terms of the Offering. The terms of the offering must provide, and the registrant must satisfy, the following conditions: (i) within five business days after the effective date of the post-effective amendment(s), the registrant shall send by first class mail or other equally prompt means, to each purchaser of securities held in escrow or trust, a copy of the prospectus contained in the post-effective amendment and any amendment or supplement thereto; (ii) each purchaser shall have no fewer than 20 business days and no more than 45 business days from the effective date of the post- effective amendment to notify the registrant in writing that the purchaser elects to remain an investor. If the registrant has not received such written notification by the 45th business day following the effective date of the post-effective amendment, funds and interests or dividends, if any, held in the escrow or trust account shall be sent by first class mail or other equally prompt means to the purchaser within five business days; (iii) the acquisition(s) meeting the criteria set forth in paragraph (e)(1) of this section will be consummated if a sufficient number of purchasers confirm their investments; and (iv) if a consummated acquisition(s) meeting the requirements of this section has not occurred by a date 18 months after the effective date of the initial registration statement, funds held in the escrow or trust account shall be returned by first class mail or equally prompt means to the purchaser within five business dates following that date.
Terms of the Offering. (i) Certain terms of the Offering are as follows:
(1) Qualification of the Trust Indenture with respect to the Certificates under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), will be required in connection with the offer, issuance, sale, or delivery of the Certificates;
(2) There are minimum investment requirements for Certificates as offered by the Prospectus that must be satisfied before the Company may close the sale of a Certificate in the Offering;
(3) Investors may purchase Certificates through a licensed participating broker-dealer;
(4) The Company may elect to hold more than one closing for the sale of Certificates;
(5) The Offering will terminate at the earlier of (A) the sale of all of the Certificates being offered in the Offering, or (B) December 31, 2026, the expiration date of the Offering; and
(6) The Company may, in its sole discretion, at any time, or from time to time, suspend the sale of one or more Categories or Category Series of a Certificate or Certificates, or terminate the Offering.
(ii) The final terms of the Certificates to be issued by the Company and of the Offering will be determined by the Company as set forth in a Registration Statement and Prospectus, which the Company will prepare for distribution to prospective purchasers of Certificates in the Offering.
Terms of the Offering. The Offering is being made on a “best efforts, all or none” basis with respect to the first 40 Units, and, thereafter, on a “best efforts only” basis until the remaining 60 Units are sold, the Company terminates the Offering, which it can do in its complete discretion at any time, or the Offering Period, as hereinafter defined, expires, whichever occurs first (the “Termination Date”). Unless at least 40 Units (the “Minimum”) are sold on or before June 30, 2020, or September 30, 2020 if extended by the Company and the Placement Agent (the “Offering Period”) and paid for with collected funds received in escrow as noted in the next succeeding paragraph within two Business Days thereafter, the Offering will terminate and all funds collected from subscribers will be promptly returned to them without interest thereon or deduction therefrom. A “
Terms of the Offering. The Company is advised by the Underwriter that it proposes (i) to deposit the Shares directly with the Trustee of Legg Xxxox XXXT Trust, December 1997 Series (the "Trust"), a registered unit investment trust under the Investment Company Act of 1940, as amended (the "Offering"), as soon after the execution and delivery hereof as in its judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. The Company further acknowledges that the Underwriter is the sponsor of the Trust and therefore is considered an affiliate of the Trust.
