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.
Appears in 1 contract
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 has prepared and delivered to the subscriber without interest or deductionPlacement Agent copies of a Confidential Private Placement Memorandum (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) The Pursuant to the Offering as further described in the Memorandum the Company has prepared a Securities Purchase Agreement and Form intends to offer Shares with an aggregate purchase price of Warrant to be delivered to all prospective investors$3,000,000. The Securities purchase price per Share in the Offering shall be $2.65 (the “Purchase Agreement Price”). In addition, each purchaser in the Offering will receive Warrants equal to 25% of the number of Shares purchased (“Investor Warrants”). The Investor Warrants will have a term of five (5) years and Form will be exercisable at an exercise price of Warrant$2.78 per Share. The investors shall be entitled to such “registration rights”, including all supplementsanti-dilution protection, exhibits and appendices thereto future participation rights and other documents delivered therewith, rights as are referred to herein described in the Offering Documents (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 defined below).
(“Prospectus Supplement”c) 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, hereof and shall expire at 3:00 p.m., New York time, on September 30July 12, 20072006 and may be extended at the discretion of the Placement Agent and the Company up to August 11, 2006, or any date prior thereto. Such period, as the same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(cd) Each prospective investor (“SubscribersProspective Investor”) who desires to purchase Securities shall deliver to the Selling Placement Agent the Securities Purchase Agreement a fully executed Subscription Agreement, Investor Questionnaire ), and such other Documents agreements as are required to be executed by signed in connection with the investor 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 in the amount necessary to purchase the amount number of Securities 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 Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities.
(e) The Placement Agent shall deliver all subscription funds received from a Prospective Investor to Signature Bank for deposit in a segregated escrow account pursuant to an escrow deposit agreement among the Company, Placement Agent and Signature Bank, as escrow agent, and shall deliver the executed copies of the Subscription Agreement received from such Prospective Investor to the Company. Purchasers All funds shall be held in the segregated non-interest-bearing account pending acceptance of the subscription and no funds shall be released without execution of a written notice by the Company and the Placement Agent. The Company shall notify the Placement Agent promptly of the acceptance or rejection or any subscription.
(f) Subject to the approval of the Company and the conditions set forth herein, which approval shall not be unreasonably withheld, First Montauk may engage other persons selected by First Montauk to assist First Montauk in the Offering (each such broker/dealers being hereinafter referred to as a “Selling Group Member”) and First Montauk may allow such Selling Group Member such part of the compensation and payment of expenses payable to First Montauk under Section 5 hereof as First Montauk shall determine. Any such Selling Group Member shall be “accredited investors” a member firm in good standing as determined in accordance with SEC Regulation a broker-dealer under the rules of the NASD. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section D 50112 hereof) as provided herein.
Appears in 1 contract
Samples: Placement Agent Agreement (Data Systems & Software Inc)
Terms of the Offering. (a) The A minimum of 1,000,000 and a maximum of 4,800,000 Shares shall be offered for sale to prospective investors in this Offering is being made on ("Prospective Investors") at a “best efforts” basis with no minimum offering amount purchase price of subscriptions for $2.50 per Share (the Securities"Purchase Price") of the Company's common stock, par value $.01 (the "Common Stock"). In the event a subscription is not accepted by Officers, directors and employees of the Company or FMSCand the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares"). The Affiliate Shares shall be included in determining whether the minimum and maximum number of Shares have been subscribed for, such rejected subscription funds will and all references herein to subscriptions from Prospective Investors shall be returned deemed to include the subscriber without interest or deductionAffiliate Shares.
(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, hereof and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30March 31, 20072000, unless extended by mutual agreement of the Company and the Placement Agent. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period".”
(c) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities Shares shall be required to deliver to the Selling Placement Agent one copy of a subscription agreement in the Securities Purchase Agreement and other Documents required form annexed to be executed by the Memorandum (a "Subscription Agreement"), including the investor questionnaire, and immediately available funds payment in the amount necessary to purchase the amount number of Securities Shares such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for SecuritiesShares.
(d) Pursuant to an Escrow Agreement, dated as of February 29, 2000 (the "Escrow Agreement"), the Placement Agent will establish a special account with the United States Trust Company of New York (the "Escrow Agent") entitled "Access Pharmaceuticals, Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check received from a Prospective Investor to the Escrow Agent for deposit in the Special Account and shall deliver the executed copy of the Subscription Agreement received from such Prospective Investor to the Company. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription. The Company shall not unreasonably reject any subscription.
(e) If subscriptions to purchase at least 1,000,000 Shares are not received from Prospective Investors prior to the expiration of the Offering Period and accepted by the Company, the Offering shall be “accredited investors” canceled, all funds received by the Escrow Agent on behalf of the Company shall be refunded in full with interest, and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Section 10 hereof.
(f) You may engage other persons selected by you to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with SEC Regulation the provisions of, and to make the representations, warranties and covenants contained in Sections 5(b) and 6(b) hereof by executing a form of Selected Dealer Agreement attached hereto as Exhibit I. On or prior to the Closing (as hereinafter defined), the Placement Agent shall deliver a copy of each executed Selected Dealer Agreement to the Company. By executing this Agreement, the Company hereby agrees to make, and is deemed to make, the representations and warranties to, and covenants and agreements with, each Selected Dealer (including an agreement to indemnify such Selected Dealer under Section D 5019 hereof) who has executed the Selected Dealer Agreement as are contained in this Agreement.
Appears in 1 contract
Samples: Sales Agency Agreement (Access Pharmaceuticals Inc)
Terms of the Offering. (a) A minimum of 2,750,000 and a maximum of 7,500,000 Shares shall be offered for sale to prospective investors in this Offering ("Prospective Investors") at a purchase price equal to $2.00 per Share (the "Purchase Price"). Officers, directors and employees of the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares"). The Offering is being made on a “best efforts” basis with no Affiliate Shares shall be included in determining whether the minimum offering amount and maximum number of Shares have been subscribed for, and all references herein to subscriptions for from Prospective Investors shall be deemed to include 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 deductionAffiliate Shares.
(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, hereof and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30December 31, 20071996. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period".”
(c) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities Shares shall be required to deliver to the Selling Placement Agent one copy of a subscription agreement in the Securities Purchase Agreement and other Documents required form annexed to be executed by the Memorandum (a "Subscription Agreement"), including the investor questionnaire, and immediately available funds payment in the amount necessary to purchase the amount number of Securities Shares such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for SecuritiesShares.
(d) Pursuant to an Amended and Restated Escrow Agreement, dated as of November 4, 1996 (the "Escrow Agreement"), the Placement Agent has established a special account with the United States Trust Company of New York (the "Escrow Agent") entitled "LXR Biotechnology Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check received from a Prospective Investor to the Escrow Agent for deposit in the Offering Special Account and shall be “accredited investors” as determined in accordance with SEC Regulation Section D 501deliver the executed copy of the Subscription Agreement received from such Prospective Investor to the Company. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription. The Company shall not unreasonably reject any subscription.
Appears in 1 contract
Terms of the Offering. (a) The Offering is being made on a “best efforts” basis with no minimum offering amount of subscriptions for the Securitiessubscriptions. In the event a subscription is not accepted by the Company or FMSCSelling Agent, 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 Private Placement Offering Memorandum dated as of September 18, 2009 (together with its exhibits the “PPM”), a form of Warrant and Subscription Agreement to be delivered to all prospective investors. The Securities Purchase Agreement PPM, form of Warrant and Form of WarrantSubscription Agreement, including all supplements, exhibits exhibits, schedules and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering 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 30October 31, 20072009, unless extended in the sole discretion of the Company to a date not later than December 31, 2009. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (a “SubscribersProspective Investor”) who desires to purchase Securities shall deliver to the Selling Agent the Securities Purchase Subscription Agreement and other Offering 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 Offering 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(“Regulation D”) as promulgated by the Securities and Exchange Commission (the “SEC”). The Selling Agent and the Company shall be entitled to rely upon the statements made by the Prospective Investors in the Offering Documents executed by them. Prospective Investors whose subscriptions are accepted are sometimes referred to herein as “Subscribers”.
Appears in 1 contract
Samples: Selling Agent Agreement (Beacon Enterprise Solutions Group Inc)
Terms of the Offering. (a) The Offering is being made on a “best efforts” basis with no minimum offering amount of subscriptions for the Securitiessubscriptions. In the event a subscription is not accepted by the Company or FMSCGarden State, 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 Private Placement Offering Memorandum dated as of June 12, 2009 (together with its exhibits the “PPM”), a form of Warrant and Subscription Agreement to be delivered to all prospective investors. The Securities Purchase Agreement PPM, form of Warrant and Form of WarrantSubscription Agreement, including all supplements, exhibits exhibits, schedules and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering 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 June 30, 20072009, unless extended in the sole discretion of the Company to a date not later than August 31, 2009. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (a “SubscribersProspective Investor”) who desires to purchase Securities shall deliver to the Selling Agent the Securities Purchase Subscription Agreement and other Offering 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 Offering 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(“Regulation D”) as promulgated by the Securities and Exchange Commission (the “SEC”). The Selling Agent and the Company shall be entitled to rely upon the statements made by the Prospective Investors in the Offering Documents executed by them. Prospective Investors whose subscriptions are accepted are sometimes referred to herein as “Subscribers”.
Appears in 1 contract
Samples: Selling Agent Agreement (Beacon Enterprise Solutions Group Inc)
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 upon the effectiveness of the Registration Statement (the "Effective Date"). All subscription proceeds shall be immediately deposited into an escrow account established at UMB Bank, N.
A. The termination date of the Offering is on the earlier to occur of: the date hereofselected by the Corporation; the date of the sale of the Maximum; or the date that is 180 days after the Effective Date, and shall expire at 3:00 p.m.unless extended by the Corporation for one or more additional periods not to exceed an additional 30 days in the aggregate, New York timein which case, on September 30that date which such additional period expires (the "Termination Date"). If the Minimum is not sold by 5:00 p.m. Baltimore Time on the Termination Date, 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 terminate and all subscription proceeds shall be “accredited returned to prospective investors” , without discount and without interest. On such date after the sale of the Minimum and on or before the Termination Date as shall be determined by the Corporation and subject to the terms and conditions of this Agreement, a closing shall occur pursuant to which the Shares shall be issued to subscribers against release of the Offering proceeds held in accordance escrow with SEC Regulation Section D 501respect to such subscribers' subscriptions ("Initial Closing"). After the Initial Closing, subscription proceeds will be held by the Corporation pending a subsequent closing. Subject to the terms and conditions of this Agreement, subsequent closings ("Subsequent Closings") shall be held thereafter with respect to additional sales of the Shares on a monthly basis or on such a more frequent basis as the Corporation and Placement Agent shall agree until the earlier of the Termination Date or termination of the Offering as provided herein. Initial Closing or a Subsequent Closing is hereinafter referred to sometimes as a Closing. The Offering Price will be $[] per Share. The minimum subscription will be for 100 Shares. The Placement Agent, at its option, may be paid a selling concession of up to seven percent (7%) of the subscription proceeds ($.[ ] per share) from all sales of the Shares all, or any portion, of which the Placement Agent may reallow to other selling agents or any qualified independent underwriter. The Corporation shall have the right to accept or reject in whole or in part subscriptions for the Shares.
Appears in 1 contract
Terms of the Offering. (a) The Offering is being made on Company shall prepare and deliver to the Placement Agent copies of a Confidential Private Placement Memorandum (the “best efforts” basis with no minimum offering amount Memorandum”), relating to, among other things, the Company, the Securities and the terms of subscriptions for the sale of 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 WarrantMemorandum, including all supplements, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering Documents” and shall include any supplements or amendments in accordance with this Agreement. No later than two business days after sale The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the SecuritiesSecurities and Exchange Commission (“SEC”) in drafting the Offering Documents.
(b) The Offering shall consist of up to $4,000,000 of Units (plus $2,000,000 of additional Units to cover over-subscriptions) at a purchase price equal to $1,000 per Unit. The terms of the Offering and Securities are further described in the Offering Documents delivered by the Company to Placement Agent prior to execution hereof and which are incorporated herein. The Offering is being made on a “best efforts all or none” basis up to the Minimum Offering of $1,500,000 of Units and on a “best efforts” basis as to an additional $2,500,000 of Units; provided however, the company shall prepare Offering may be increased by agreement of the parties to gross proceeds for an additional $2,000,000 of Units to allow for over subscriptions. The actual composition of the Units and file with terms of the SEC Preferred Shares and Warrants, and the price of the Units are subject to further review and negotiation, market conditions and the market for the Company’s Common Stock and the completion of due diligence. In the event a prospectus supplement (“Prospectus Supplement”) subscription is not accepted, such rejected subscription funds will be returned to the Registration Statement describing the amount subscriber without interest or deductions. The investors shall be entitled to such “registration rights”, anti-dilution protection and term of the Securities, the retention of the Selling Agent and such other matters rights as may be mutually acceptable to the Company and its counsel shall deem necessary or desirable the Placement Agent and described in order to comply with this Agreement, the Act and the regulations promulgated thereunder. Offering Documents.
(c) The Offering shall commence on the date hereofthat the Company delivers to the Placement Agent the Offering Documents that have been completed to the reasonable satisfaction of the Placement Agent and its counsel, and shall expire at 3:00 5:00 p.m., New York time, on September 30the day that is 90 days from date hereof and may be extended for up to an additional 90-day period at the discretion of the Placement Agent, 2007provided that the Minimum Offering amount has been subscribed for and accepted by the Company prior to August 29, 2008. In addition, the Offering Period may be extended for the additional 90 day period without regard to the foregoing condition at the discretion of the Company and Placement Agent. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(cd) Each prospective investor (“SubscribersProspective Investor”) who desires to purchase the Securities shall deliver to the Selling Placement Agent a fully executed subscription agreement and questionnaire (“Subscription Agreement”), in the Securities Purchase Agreement and other form annexed to the Offering Documents required to be executed by the investor and immediately available funds in the amount necessary to purchase the amount number of Securities such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities.
(e) The Placement Agent shall deliver each subscription funds received from a Prospective Investor to the Company for deposit in a segregated, non-interest-bearing escrow account at an independent banking institution and shall deliver the executed copies of the Subscription Agreement received from such Prospective Investor to the Company. Purchasers All funds shall be held in the segregated account pending acceptance of the subscription. The Company shall notify the Placement Agent promptly of the acceptance or rejection or any subscription.
(f) Xxxxxx may engage other persons selected by Xxxxxx to assist Xxxxxx in the Offering (each such broker/dealers being hereinafter referred to as a “Selling Group Member”) and Xxxxxx may allow such Selling Group Member such part of the compensation and payment of expenses payable to Xxxxxx under Section 5 hereof as Xxxxxx shall determine. Any such Selling Group Member shall be “accredited investors” a member firm in good standing as determined a broker-dealer under the rules of FINRA. Each Selling Group Member shall be required to agree in accordance writing to comply with SEC Regulation the provisions of this Section D 5012. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section 12 hereof) as provided herein.
Appears in 1 contract
Terms of the Offering. (a) The Offering shall consist of Debentures and Warrants. The Offering is being made on a “best efforts” basis with no a minimum offering amount of subscriptions for the Securitiesequal to $2,000,000. In the event a subscription is not accepted by the Company or FMSCGSS, such rejected subscription funds will be returned to the subscriber without interest or deduction.
(b) The Company has prepared Placement Agent’s counsel and Company’s counsel will prepare a Securities Purchase Agreement and Agreement, a Form of Warrant Debenture, a Form of Warrant, a Security Agreement, a Subsidiary Guarantee and a Registration Rights Agreement, to be delivered to all prospective investors. The Securities Purchase Agreement, Debenture, Warrant, the Security Agreement and Form of WarrantSubsidiary Guarantee and Registration Rights Agreement, including all supplements, exhibits exhibits, schedules 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 Unless otherwise stated or approved by the SecuritiesCompany, the company Documents shall prepare and file with reflect the SEC a prospectus supplement (“Prospectus Supplement”) to terms set forth on the Registration Statement describing the amount and term of the Securities, the retention of the Selling Agent and such other matters Term Sheet attached hereto 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. Exhibit A. The Offering shall commence on the date hereof, and shall expire at 3:00 p.m., New York time, on September 30April 15, 20072009 (unless extended with mutual consent of both parties). Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (a “SubscribersProspective Investor”) who desires to purchase Securities shall deliver to the Selling Placement Agent the Securities Purchase Agreement and other Documents required to be executed by the investor and deliver to the Escrow Agent described below immediately available funds in the amount necessary to purchase the amount of Securities such Prospective Investor desires to purchase. The Selling Placement 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 501D. The Placement Agent and the Company shall be entitled to rely upon the statements made by the Prospective Investors in the Documents executed by them.
(d) The Securities will be offered only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising in any form will be used by the Company or GSS in connection with the offering of the Securities. Each prospective purchaser and each prospective purchaser will be an “Accredited Investor” as defined in Regulation D, or a “Qualified Institutional Buyer” as defined in Rule 144A, in each case promulgated under the Securities Act.
Appears in 1 contract
Samples: Placement Agent Agreement (UFood Restaurant Group, Inc.)
Terms of the Offering. (a) The Offering shall consist of (i) Notes and (ii) common stock purchase warrants ("Warrants"). The Offering is being made on a “"best efforts” " basis with no minimum offering amount of subscriptions, and the parties shall use their reasonable efforts to consummate an initial closing of subscriptions for the Securitiesprior to January 20, 2005 with a final closing on or before January 27, 2006. In the event a subscription is not accepted by the Company or FMSCaccepted, 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 investorsinvestors (the "Securities Purchase Agreement"). The Securities Purchase Agreement Agreement, and Form 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 30January 27, 20072006, unless extended as provided above. Such period, as same may be so extended, shall hereinafter be referred to as the “"Offering Period.”"
(c) Each prospective investor (“Subscribers”"Prospective Investor") 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 Purchase Agreement 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.D.
Appears in 1 contract
Terms of the Offering. (a) The Offering is being shall consist of up to 10,000,000 Units at a purchase price equal to $0.50 per Unit with a $250,000 minimum investment (500,000 Units) (the "Offering"). The terms of the Warrants, included with each Unit, shall be substantially in the form of Exhibit A annexed hereto. The Offering shall be made on a “"best efforts - all or none" basis as to 1,500,000 Units and on a "best efforts” " basis with as to an additional 8,500,000 Units. Unless the Minimum Offering is sold, no minimum offering amount of Units will be sold and all 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 subscribers without interest or deductiondeductions.
(b) The Provided that the Company has prepared a Securities Purchase Agreement and Form of Warrant delivered the Offering Memorandum 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 SecuritiesPlacement Agent, 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 hereofor about May 18, 2000 and shall expire at 3:00 5:00 p.m., New York time, on September July 30, 2007. Such period, as same may be so extended, shall hereinafter be referred to as 2000 (the “"Offering Period"), or after all of the Units offered hereby has been subscribed for, whichever occurs first, unless extended by the Company or the Placement Agent for up to an additional 30 days (the "Final Closing Date").”
(c) The Offering shall be made solely to "accredited investors" (as defined in Rule 501 of Regulation D). Each prospective investor subscriber (“Subscribers”"Prospective Investor") who desires to purchase Securities Units shall deliver to the Selling Placement Agent one copy of a subscription agreement (a "Subscription Agreement"), in the Securities Purchase Agreement and other Documents required form annexed to be executed by the investor Offering Memorandum and immediately available funds in the amount necessary to purchase the amount number of Securities Units such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securitiesthe Units.
(d) The Company may hold an interim closing of the Offering at any time (the "Initial Closing") after the Minimum Offering is sold. Purchasers The Company may hold additional interim closings after the Initial Closing ("Interim Closing"). Prior to the Initial Closing the Placement Agent shall establish a special account (the "Escrow Account") with US Trust Co. of New York (the "Escrow Agent"). The Placement Agent may deliver each check received from a Prospective Investor to the Escrow Agent for deposit in the Escrow Account in accordance with applicable rules of the National Association of Securities Dealers, Inc. ("NASD") and shall deliver the executed copies of the Subscription Agreement received from such Prospective Investor to the Company or its counsel. The Company shall notify the Placement Agent promptly of the acceptance or rejection or any subscription.
(e) If subscriptions for the Minimum Offering are not received from Prospective Investors and accepted by the Company prior to the expiration of the Offering Period, the Offering shall be “accredited investors” canceled, all funds received and held in the Escrow Account shall be refunded in full without interest or deduction and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Sections 12, 13 and 14 hereof.
(f) You may engage other persons selected by you to assist you in the Offering (each such broker/dealers being hereinafter referred to as a "Selling Group Member") and you may allow such Selling Group Member such part of the compensation and payment of expenses payable to you under Section 5 hereof as you shall determine. Any such Selling Group Member shall be a member firm in good standing as a broker-dealer under the rules of the NASD. Each Selling Group Member shall be required to agree in writing to comply with SEC Regulation the provisions of this Section D 5012. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section 13 hereof) as provided herein.
Appears in 1 contract
Terms of the Offering. (a) The A minimum of 6,000,000 and a maximum of 9,000,000 Shares shall be offered for sale to prospective investors in this Offering is being made on ("Prospective Investors") at a “best efforts” basis with no minimum offering amount purchase price of subscriptions for $1.00 per share (the Securities"Purchase Price") of the Company's common stock, par value $.01 (the "Common Stock"). In the event a subscription is not accepted by Officers, directors and employees of the Company or FMSCand the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares"). The Affiliate Shares shall be included in determining whether the minimum and maximum number of Shares have been subscribed for, such rejected subscription funds will and all references herein to subscriptions from Prospective Investors shall be returned deemed to include the subscriber without interest or deductionAffiliate Shares.
(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, hereof and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30January 31, 20071998, unless extended from time to time for up to an aggregate of 30 days by mutual agreement of the Company and the Placement Agent. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period".”
(c) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities Shares shall be required to deliver to the Selling Placement Agent one copy of a subscription agreement in the Securities Purchase Agreement and other Documents required form annexed to be executed by the Memorandum (a "Subscription Agreement"), including the investor questionnaire, and immediately available funds payment in the amount necessary to purchase the amount number of Securities Shares such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for SecuritiesShares.
(d) Pursuant to an Escrow Agreement, dated as of December 8, 1997 (the "Escrow Agreement"), the Placement Agent has established a special account with the United States Trust Company of New York (the "Escrow Agent") entitled "Augment Systems, Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check received from a Prospective Investor to the Escrow Agent for deposit in the Special Account and shall deliver the executed copy of the Subscription Agreement received from such Prospective Investor to the Company. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription. The Company shall not unreasonably reject any subscription.
(e) If subscriptions to purchase at least 6,000,000 Shares are not received from Prospective Investors prior to the expiration of the Offering Period and accepted by the Company, the Offering shall be “accredited investors” canceled, all funds received by the Escrow Agent on behalf of the Company shall be refunded in full with interest, and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Sectxxx 00 xxxxxx.
(x) Xxxsuant to a Stock Escrow Agreement to be entered into on or prior to the Closing Date (the "Stock Escrow Agreement"), certain stockholders of the Company will place their shares of Common Stock into escrow with SEC Regulation the Escrow Agent. These shares will remain in escrow until certain conditions as described therein have been satisfied, at which point, the Company and the Placement Agent shall deliver a letter to the Escrow Agent notifying it of the termination of the Stock Escrow Agreement.
(g) You may engage other persons selected by you to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with the provisions of, and to make the representations, warranties and covenants contained in Sections 5(b) and 6(b) hereof by executing a form of Selected Dealer Agreement attached hereto as Exhibit I. On or prior to the Closing (as hereinafter defined), the Placement Agent shall deliver a copy of each executed Selected Dealer Agreement to the Company. By executing this Agreement, the Company hereby agrees to make, and is deemed to make, the representations and warranties to, and covenants and agreements with, each Selected Dealer (including an agreement to indemnify such Selected Dealer under Section D 5019 hereof) who has executed the Selected Dealer Agreement as are contained in this Agreement.
Appears in 1 contract
Terms of the Offering. (a) The Offering shall consist of the (i) Common Stock and (ii) Warrants. The Offering is being made on a “best efforts” basis with no minimum offering amount of subscriptions, and the parties shall use their reasonable efforts to consummate a closing of subscriptions for the Securitiesprior to October 31, 2007 . In the event a subscription is not accepted by the Company or FMSCaccepted, such rejected subscription funds will be returned to the subscriber without interest or deduction.
(b) The Company has prepared a Securities Purchase Agreement (the “Securities Purchase Agreement”), and Form form of Warrant to be delivered to all prospective investors. The Securities Purchase Agreement and Form 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 30November 12, 2007, unless extended as provided above. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (“SubscribersProspective Investor”) 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 Purchase Agreement 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.D.
Appears in 1 contract
Terms of the Offering. (a) The Company shall prepare and deliver to the Placement Agent copies of a Confidential Disclosure Statement (the "DISCLOSURE STATEMENT"), relating to, among other things, the Company, the Securities, and the terms of the sale of the Securities. The Disclosure Statement, including all exhibits, and appendices thereto and documents delivered therewith, are referred to herein as the "OFFERING DOCUMENTS" and shall include any supplements or amendments in accordance with this Agreement. The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the Securities and Exchange Commission ("SEC") in drafting the Offering Documents.
(b) The Offering shall consist of up to $1,000,000 of Units. The terms of the Offering and Securities are further described on EXHIBIT A attached hereto which is incorporated herein. The Offering is being made on a “"best efforts all or none" basis up to $250,000 of gross proceeds and on a "best efforts” " basis with no minimum offering amount as to an additional $750,000 of subscriptions for gross proceeds. The Offering may be expanded by an additional $1,000,000 of gross proceeds at the Securitiesoption of the Company and Meyers Associates LP. In the event txx xxxnt a subscription is not accepted by the Company or FMSCaccepted, such rejected subscription funds will be returned to the subscriber without interest or deductiondeductions.
(bc) 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 hereofthat the Company delivers to the Placement Agent the Offering Documents that have been completed to the reasonable satisfaction of the Placement Agent and its counsel, and shall expire at 3:00 5:00 p.m., New York time, on September 30a date which is 45 days thereafter; provided however, 2007in the event that subscriptions for the Minimum Offering has been received into escrow prior to the expiration of such 45 day period, the Offering Period shall be extended for an additional 75 days. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period"OFFERING PERIOD.”"
(cd) Each prospective investor (“Subscribers”"PROSPECTIVE INVESTOR") who desires to purchase Securities shall deliver to the Selling Placement Agent a fully executed subscription agreement ("SUBSCRIPTION AGREEMENT") and investor questionnaire ("INVESTOR QUESTIONNAIRE"), in the Securities Purchase Agreement and other Documents required form attached to be executed by the investor Disclosure Statement and immediately available funds in the amount necessary to purchase the amount number of Securities such Prospective Investor desires to purchase. The Selling Neither the Company nor the Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or Investor Questionnaire, or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities.
(e) The Placement Agent shall deliver each subscription funds received from a Prospective Investor to the Company for deposit in a segregated escrow account at an independent banking institution and shall deliver the executed copies of the Subscription Agreement received from such Prospective Investor to the Company. Purchasers All funds shall be held in the Offering segregated account pending acceptance of the subscription. The Company shall notify the Placement Agent promptly of the acceptance or rejection or any subscription which shall be “accredited investors” made in the Company's sole discretion; ; provided, however, any rejection shall be made in good faith by the Company.
(f) Meyers Associates may engaxx xxxer persons selected by Meyers Assoxxxxxx to assist Meyers Associates in the Oxxxxxxg (each such broker/dealers being hereinafter referred to as determined a "SELLING GROUP MEMBER") and Meyers Associates may allox xxxx Selling Group Member such part of the compensation and payment of expenses payable to Meyers Associates under Sexxxxx 5 hereof as Meyers Assoxxxxxx shall determine. Any such Selling Group Member shall be a member firm in accordance good standing as a broker-dealer under the rules of the National Association of Securities Dealers, Inc. (the "NASD"). Each Selling Group Member shall be required to agree in writing to comply with SEC Regulation the applicable provisions of this Agreement. The Placement Agent shall be fully responsible for any and all actions of each Selling Group Member in connection with this Agreement. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section D 50112 hereof) as provided herein.
Appears in 1 contract
Samples: Placement Agency Agreement (Universal Detection Technology)
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 shall prepare and deliver to the subscriber without interest or deduction.
Placement Agent copies of the Confidential Private Placement Memorandum dated September 17, 2014 (b) The Company has prepared the “Memorandum”), and a Securities Purchase Subscription Agreement (the “Subscription Agreement”), relating to, among other things, the Company, the Warrants, Preferred Stock and Form the terms of Warrant to be delivered to all prospective investorsthe sale of the Units. The Securities Purchase Agreement Memorandum and Form of Warrantthe Agreement, including all supplements, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering Documents” and shall include any supplements or amendments in accordance with this Agreement. No later than two business days after sale The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the Securities, the company shall prepare Securities and file with the SEC a prospectus supplement Exchange Commission (“Prospectus SupplementSEC”) in drafting the Offering Documents.
(b) The terms of the Offering and Common Stock and Warrants are further described in the Offering Documents which are incorporated herein by reference. In the event a subscription is not accepted, such rejected subscription funds will be returned to the Registration Statement describing subscriber without interest or deductions.
(c) The Units are being offered on a “best efforts” basis as to 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 thereunderentire Offering. The Offering shall commence on the date hereofthat the Company delivers to the Placement Agent the Offering Documents that have been completed to the reasonable satisfaction of the Placement Agent and its counsel, 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 “end of the Offering Period.”
(cd) Each prospective investor (“Subscribers”) Investor who desires to purchase Securities the Units shall deliver to the Selling Placement Agent the Securities Purchase a fully executed Subscription Agreement and other Documents required to be executed by the investor and immediately available funds in the amount necessary to purchase the amount number of Securities Units such Prospective Investor desires to purchase. The Selling Neither the Company nor the Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for SecuritiesUnits.
(e) The Placement Agent shall deliver each subscription funds received from an Investor to the Company for deposit in a segregated escrow account (the “Escrow Account”) at Capital One Bank, which shall serve as the escrow agent for this Offering (the “Escrow Agent”), pursuant to that certain escrow agreement by and among the Company, Xxxxxx and Davidoff Hutcher & Citron LLP, as the Escrow Agent (the “Escrow Agreement”) and shall deliver the executed copies of the Subscription Agreement received from such Investor to the Company. Purchasers All funds shall be held in the segregated account pending acceptance of the subscription. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription.
(f) Xxxxxx may engage other persons selected by Xxxxxx to assist Xxxxxx in the Offering (each such broker/dealers being hereinafter referred to as a "Selling Group Member") and Xxxxxx may allow such Selling Group Member such part of the compensation and payment of expenses payable to Xxxxxx under Section 5 hereof as Xxxxxx shall determine at its sole discretion. Any such Selling Group Member shall be a member firm in good standing as a broker-dealer under the rules of the Financial Industry Regulatory Authority, Inc. (“accredited investors” FINRA”). Each Selling Group Member shall be required to agree in writing to comply with the provisions of this Section 2. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section 12 hereof) as determined in accordance with SEC Regulation Section D 501.provided herein. Placement Agency Agreement Xxxxxx Associates, L.P. September 17, 2014
Appears in 1 contract
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 shall prepare and deliver to the subscriber without interest or deduction.
Placement Agent copies of the Confidential Private Placement Memorandum dated March 5, 2013 (b) The Company has prepared the “Memorandum”), and a Securities Purchase Subscription Agreement (the “Subscription Agreement”), relating to, among other things, the Company, the Warrants, Preferred Stock and Form the terms of Warrant to be delivered to all prospective investorsthe sale of the Units. The Securities Purchase Agreement Memorandum and Form of Warrantthe Agreement, including all supplements, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering Documents” and shall include any supplements or amendments in accordance with this Agreement. No later than two business days after sale The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the Securities, the company shall prepare Securities and file with the SEC a prospectus supplement Exchange Commission (“Prospectus SupplementSEC”) in drafting the Offering Documents.
(b) The terms of the Offering and Common Stock and Warrants are further described in the Offering Documents which are incorporated herein by reference. In the event a subscription is not accepted, such rejected subscription funds will be returned to the Registration Statement describing subscriber without interest or deductions.
(c) The Units are being offered on a “best efforts all or none” basis as to 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 thereunderentire Offering. The Offering shall commence on the date hereofthat the Company delivers to the Placement Agent the Offering Documents that have been completed to the reasonable satisfaction of the Placement Agent and its counsel, and shall expire at 3:00 5:00 p.m., New York time, on September June 30, 2007. Such period, as same 2013 and may be so extended, shall hereinafter be referred to as extended at the “Offering Periodmutual agreement of the Company and Placement Agent.”
(cd) Each prospective investor (“Subscribers”) Investor who desires to purchase Securities the Units shall deliver to the Selling Placement Agent the Securities Purchase a fully executed Subscription Agreement and other Documents required to be executed by the investor and immediately available funds in the amount necessary to purchase the amount number of Securities Units such Prospective Investor desires to purchase. The Selling Neither the Company nor the Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for SecuritiesUnits.
(e) The Placement Agent shall deliver each subscription funds received from an Investor to the Company for deposit in a segregated escrow account (the “Escrow Account”) at Capital One Bank, which shall serve as the escrow agent for this Offering (the “Escrow Agent”), pursuant to that certain escrow agreement by and among the Company, Xxxxxx and Davidoff Hutcher & Citron LLP, as the Escrow Agent (the “Escrow Agreement”) and shall deliver the executed copies of the Subscription Agreement received from such Investor to the Company. Purchasers All funds shall be held in the segregated account pending acceptance of the subscription. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription.
(f) Xxxxxx may engage other persons selected by Xxxxxx to assist Xxxxxx in the Offering (each such broker/dealers being hereinafter referred to as a "Selling Group Member") and Xxxxxx may allow such Selling Group Member such part of the compensation and payment of expenses payable to Xxxxxx under Section 5 hereof as Xxxxxx shall determine at its sole discretion. Any such Selling Group Member shall be a member firm in good standing as a broker-dealer under the rules of the Financial Industry Regulatory Authority, Inc. (“accredited investors” FINRA”). Each Selling Group Member shall be required to agree in writing to comply with the provisions of this Section 2. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section 12 hereof) as determined in accordance with SEC Regulation Section D 501provided herein.
Appears in 1 contract
Terms of the Offering. (a) The Offering shall consist of up to $1,500,000 of units, consisting of (i) 1,500 shares of Series B 4% Redeemable Preferred Stock, with an issue price of $1,000 per share and (ii) 6,500 redeemable common stock warrants for each share of preferred stock, all as more described in the term sheet, which is deemed a part hereof. The Offering is being made on a “"best efforts” " basis with no minimum offering amount amount. The offering shall be completed in two tranches of subscriptions for up to $750,000 each, as more fully described in the SecuritiesTerm Sheet. In the event a subscription is not accepted by the Company or FMSCaccepted, such rejected subscription funds will be returned to the subscriber without interest or deduction.
(b) The Company has prepared a Securities Purchase Agreement Agreement, Certificate of Designation for the Series B Stock and Form form of Warrant to be delivered to all prospective investors. The Securities Purchase Agreement Agreement, Certificate of Designation and Form 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 5:00 p.m., New York time, on September 30March 12, 20072004, and may be extended by mutual agreement of FMSC and the Company until March 17, 2004. Such period, as same may be so extended, shall hereinafter be referred to as the “"Offering Period.”"
(c) Each prospective investor (“Subscribers”"Prospective Investor") 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 number 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 Purchase Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities. Purchasers .
(d) The Selling Agent shall deliver each check (or wire of funds) received from a Prospective Investor to the Selling Agent (or directly to the escrow bank) for deposit in a segregated escrow account maintained at Signature Bank in New York, New York (or in the Offering alternative, the funds may be deposited in an attorney escrow account) and shall deliver the executed copies of the subscription agreement received from such Prospective Investor to the Company. All funds shall be “accredited investors” as determined held in accordance with SEC Regulation Section D 501the segregated bank account pending acceptance of the subscription. The Company shall notify the Selling Agent promptly of the acceptance or rejection or any subscription.
Appears in 1 contract
Terms of the Offering. (a) The Offering is being made on Company shall prepare and deliver to the Placement Agent copies of a Confidential Disclosure Statement (the “best efforts” basis with no minimum offering amount Disclosure Statement”), relating to, among other things, the Company, the Securities and the terms of subscriptions for the sale of 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 WarrantDisclosure Statement, including all supplements, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as the “Offering Documents” and shall include any supplements or amendments in accordance with this Agreement. No later than two business days after sale The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the Securities, the company shall prepare Securities and file with the SEC a prospectus supplement Exchange Commission (“Prospectus SupplementSEC”) in drafting the Offering Documents.
(b) The Offering shall consist of $2,000,000 of Units (plus $1,000,000 of additional Units to cover over-subscriptions). The terms of the Offering and Securities are further described in the Offering Documents which are incorporated herein. The actual composition of the Units and terms of the Debentures and Warrants, and the price of the Units are subject to further review and negotiation, market conditions and the market for the Company's Common Stock and the completion of due diligence. In the event a subscription is not accepted, such rejected subscription funds will be returned to the Registration Statement describing subscriber without interest or deductions.
(c) The Units are being offered on a “best efforts all or none” basis as to the amount and term entire $2,000,000 of the Securities, the retention Units (plus $1,000,000 of the Selling Agent and such other matters as the Company and its counsel shall deem necessary or desirable in order additional Units to comply with this Agreement, the Act and the regulations promulgated thereundercover over-subscriptions). The Offering shall commence on the date hereofthat the Company delivers to the Placement Agent the Offering Documents that have been completed to the reasonable satisfaction of the Placement Agent and its counsel, and shall expire at 3:00 5:00 p.m., New York time, on September a date which is 60 days thereafter and may be extended for up to an additional 30, 2007-day period at the discretion of the Company and Placement Agent. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(cd) Each prospective investor (“SubscribersProspective Investor”) who desires to purchase the Securities shall deliver to the Selling Placement Agent a fully executed subscription agreement and questionnaire (“Subscription Agreement”), in the Securities Purchase Agreement and other Documents required form annexed to be executed by the investor Disclosure Statement and immediately available funds in the amount necessary to purchase the amount number of Securities such Prospective Investor desires to purchase. The Selling Neither the Company nor the Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, or validity of any check delivered by any Prospective Investor in payment for Securities.
(e) The Placement Agent shall deliver each subscription funds received from a Prospective Investor to the Company for deposit in a segregated escrow account at an independent banking institution and shall deliver the executed copies of the Subscription Agreement received from such Prospective Investor to the Company. Purchasers All funds shall be held in the segregated account pending acceptance of the subscription. The Company shall notify the Placement Agent promptly of the acceptance or rejection or any subscription.
(f) Mxxxxx may engage other persons selected by Mxxxxx to assist Mxxxxx in the Offering (each such broker/dealers being hereinafter referred to as a "Selling Group Member") and Mxxxxx may allow such Selling Group Member such part of the compensation and payment of expenses payable to Mxxxxx under Section 5 hereof as Mxxxxx shall determine. Any such Selling Group Member shall be “accredited investors” a member firm in good standing as determined a broker-dealer under the rules of the NASD. Each Selling Group Member shall be required to agree in accordance writing to comply with SEC Regulation the provisions of this Section D 5012. The Company hereby agrees to make such representations and warranties to, and covenants and agreements with, any Selling Group Member (including an agreement to indemnify such Selling Group Member on terms substantially similar to Section 12 hereof) as provided herein.
Appears in 1 contract
Samples: Placement Agency Agreement (CHINA MOBILITY SOLUTIONS, INC. (Formerly Xin Net Corp.))
Terms of the Offering. (a) The A minimum of 1,500,000 and a maximum of 4,000,000 Shares shall be offered for sale to prospective investors in this Offering is being made on ("Prospective Investors") at a “best efforts” basis with no minimum offering amount purchase price of subscriptions for $2.00 per Share (the Securities"Purchase Price") of the Company's common stock, par value $.01 (the "Common Stock"). In the event a subscription is not accepted by Officers, directors and employees of the Company or FMSCand the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares"). The Affiliate Shares shall be included in determining whether the minimum and maximum number of Shares have been subscribed for, such rejected subscription funds will and all references herein to subscriptions from Prospective Investors shall be returned deemed to include the subscriber without interest or deductionAffiliate Shares.
(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, hereof and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30August 1, 20071999, unless extended by mutual agreement of the Company and the Placement Agent. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period".”
(c) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities Shares shall be required to deliver to the Selling Placement Agent one copy of a subscription agreement in the Securities Purchase Agreement and other Documents required form annexed to be executed by the Memorandum (a "Subscription Agreement"), including the investor questionnaire, and immediately available funds payment in the amount necessary to purchase the amount number of Securities Shares such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for SecuritiesShares.
(d) Pursuant to an Escrow Agreement, dated as of March __, 1999 (the "Escrow Agreement"), the Placement Agent will establish a special account with the United States Trust Company of New York (the "Escrow Agent") entitled "Access Pharmaceuticals, Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check received from a Prospective Investor to the Escrow Agent for deposit in the Special Account and shall deliver the executed copy of the Subscription Agreement received from such Prospective Investor to the Company. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription. The Company shall not unreasonably reject any subscription.
(e) If subscriptions to purchase at least 1,500,000 Shares are not received from Prospective Investors prior to the expiration of the Offering Period and accepted by the Company, the Offering shall be “accredited investors” canceled, all funds received by the Escrow Agent on behalf of the Company shall be refunded in full with interest, and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Section 10 hereof.
(f) You may engage other persons selected by you to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with SEC Regulation the provisions of, and to make the representations, warranties and covenants contained in Sections 5(b) and 6(b) hereof by executing a form of Selected Dealer Agreement attached hereto as Exhibit I. On or prior to the Closing (as hereinafter defined), the Placement Agent shall deliver a copy of each executed Selected Dealer Agreement to the Company. By executing this Agreement, the Company hereby agrees to make, and is deemed to make, the representations and warranties to, and covenants and agreements with, each Selected Dealer (including an agreement to indemnify such Selected Dealer under Section D 5019 hereof) who has executed the Selected Dealer Agreement as are contained in this Agreement.
Appears in 1 contract
Samples: Sales Agency Agreement (Access Pharmaceuticals Inc)
Terms of the Offering. (a) The Offering shall consist of Shares and Warrants. The Offering is being made on a “best efforts” basis with no minimum an offering amount of subscriptions for a minimum of $1.0 million (the Securities“Minimum Amount”) up to a maximum of $3.0 million (the “Maximum Amount”). The Offering may be increased by $2,000,000 at the mutual consent of the Company and ___. 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 Placement Agent’s counsel and the Company’s counsel will prepare a Private Placement Memorandum, a Securities Purchase Agreement and Agreement, a Form of Warrant Warrant, and a Registration Rights Agreement, to be delivered to all prospective investors. The Private Placement Memorandum, the Securities Purchase Agreement Agreement, Warrant, and Form of WarrantRegistration Rights Agreement, including all supplements, exhibits exhibits, schedules 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 Unless otherwise stated or approved by the SecuritiesCompany, the company Documents shall prepare and file with reflect the SEC a prospectus supplement (“Prospectus Supplement”) to terms set forth on the Registration Statement describing the amount and term of the Securities, the retention of the Selling Agent and such other matters Term Sheet attached hereto 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. Exhibit A. The Offering shall commence on the date hereof, and shall expire at 3:00 p.m., New York time, on September 30January 25, 20072014, unless extended with the mutual consent of both parties for two additional 30 day periods. Such period, as same may be so extended, shall hereinafter be referred to as the “Offering Period.”
(c) Each prospective investor (a “SubscribersProspective Investor”) who desires to purchase Securities shall deliver to the Selling Placement Agent the Securities Purchase Agreement and other Documents required to be executed by the investor and deliver to the Escrow Agent described below immediately available funds in the amount necessary to purchase the amount of Securities such Prospective Investor desires to purchase. The Selling Placement 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 The Placement Agent and the Company shall be entitled to rely upon the statements made by the Prospective Investors in the Offering shall Documents executed by them.
(d) The Securities will be offered only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising in any form will be used by the Company or ___ in connection with the offering of the Securities. Each prospective purchaser will be an “accredited investorsAccredited Investor” as determined defined in accordance with SEC Regulation Section D 501D, or a “Qualified Institutional Buyer” as defined in Rule 144A, in each case promulgated under the Securities Act.
Appears in 1 contract
Terms of the Offering. (a) The Primary Shares shall be offered for sale to prospective investors in this Offering is being made on (the "Prospective Investors") at a “best efforts” basis with no purchase price of $25.00 per share (the "Offering Price"). The minimum offering amount of subscriptions for the Securities. In the event investment by a subscription is not accepted Prospective Investor shall be $12,5000 (500 Shares), unless otherwise agreed to by the Company or FMSCand the Placement Agent. Officers, directors and employees of the Company, and the Placement Agent and its officers, directors and employees may purchase Shares on the same terms and conditions as other investors. All references herein to subscriptions from Prospective Investors shall be deemed to include such rejected subscription funds will be returned to the subscriber without interest or deductionShares.
(b) The In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in paragraph (a) of this Section 2, the Company has prepared a Securities Purchase Agreement and Form of Warrant an option to be delivered sell the Overcall Shares to all prospective investorsthe Prospective Investors who purchased securities at the Closing or at any Additional Closing. The Securities Purchase Agreement option hereby granted will expire on August 31, 2000 and Form of Warrantmay be exercised once, including all supplementsin whole or in part, exhibits and appendices thereto and other documents delivered therewith, are referred to herein as upon notice by 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”) Company to the Registration Statement describing Placement Agent setting forth the amount and term number of the Securities, the retention of the Selling Agent and such other matters Overcall Shares as to which the Company and its counsel shall deem necessary or desirable in order to comply with this Agreement, the Act is then calling and the regulations promulgated thereunder. time and date of payment and delivery for such Overcall Shares.
(c) The Offering with respect to the Primary Shares shall commence on the date hereof, hereof (the "Commencement Date") and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30December 20, 20071999, unless extended from time to time for up to an aggregate of 90 days by mutual agreement of the Company and the Placement Agent. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period.”"
(cd) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities shall be required to deliver to the Selling Placement Agent one copy of a subscription agreement, including the Securities Purchase Agreement investor questionnaire and the other Documents written materials required to be executed by the investor subscription instructions attached to such subscription agreement (collectively, a "Subscription Agreement"), and immediately available funds payment in the amount necessary to purchase the amount number of Securities Shares such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for the Securities.
(e) The Company has established a Special Account entitled "Evercel, Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check received from a Prospective Investor for deposit in the Special Account and shall deliver the executed copy of the Subscription Agreement received from such Prospective Investor to the Company. The Company shall notify the Placement Agent promptly of the acceptance or rejection of any subscription. The Company shall have the right, in its sole discretion, to reject any subscription; provided, however, that in the event the Company shall reject a subscription by a Prospective Investor meeting the investor suitability requirements specified in the Subscription Agreement and who has delivered payment and completed and executed a Subscription Agreement and whose ownership interest in the Company will not be detrimental to the Company's business interest in the reasonable judgment of the Company (a "Qualified Subscription"), the Company shall pay you a fee and issue you warrants in respect thereof in an amount equal to the sales commissions and Placement Agent's Warrants (as hereinafter defined) you would have otherwise received pursuant to Sections 4(a) and 4(b) from the sale of such Shares to such Prospective Investor.
(f) If Subscriptions to purchase a minimum of 200,000 Primary Shares are not received from Prospective Investors prior to the expiration of the Offering Period and accepted by the Company, unless otherwise mutually agreed by the Placement Agent and the Company, the Offering shall be “accredited investors” canceled, all funds received by the Company shall be refunded in full, without interest and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Sections 7 and 10 hereof.
(g) You may engage other persons that are members of the National Association of Securities Dealers, Inc. ("NASD") or registered representatives of such members to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation and payment of expenses payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with SEC Regulation the provisions of, and to make the representations, warranties and covenants contained in, Sections 5(b) and 6(b) by executing the form of Selected Dealer Agreement attached hereto as Exhibit III. On or prior to the Closing (as defined below), the Placement Agent shall deliver a copy of each executed Selected Dealer Agreement to the Company. By executing this Agreement, the Company hereby agrees to make, and is deemed to make, the representations and warranties to, and covenants and agreements with, each Selected Dealer (including an agreement to indemnify under Section D 5019 hereof) who has executed the Selected Dealer Agreement as is contained in this Agreement.
Appears in 1 contract
Samples: Sales Agency Agreement (Evercel Inc)
Terms of the Offering. (a) The Offering is being made on a “best efforts” basis with no minimum offering amount Officers, directors and employees of subscriptions for the Securities. In the event a subscription is not accepted by the Company and the Placement Agent may purchase Shares on the same terms and conditions as other prospective investors (the "Affiliate Shares"). The Affiliate Shares shall be included in determining whether either the Minimum Financing or FMSC, such rejected subscription funds will be returned to the subscriber without interest or deductionMaximum Financing have been attained.
(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, hereof and shall expire at 3:00 p.m.5:00 P.M., New York time, on September 30October 15, 20071999, unless extended by mutual agreement of the Company and the Placement Agent. Such period, as the same may be so extended, shall hereinafter be referred to as the “"Offering Period.”"
(c) Each prospective investor (“Subscribers”) Prospective Investor who desires to purchase Securities shall be required to deliver to the Selling Placement Agent an executed copy of the Securities Purchase Agreement subscription agreement in the form included in the Prospective Investor Package (a "Subscription Agreement") and other Documents required to be executed by the investor and immediately available funds payment in the amount necessary to purchase the amount number of Securities such Prospective Investor desires to purchase. The Selling Placement Agent shall not have any obligation to independently verify the accuracy or completeness of any information contained in any Documents Subscription Agreement or the authenticity, sufficiency, sufficiency or validity of any check or other form of payment delivered by any Prospective Investor in payment for Securities.
(d) Pursuant to an Escrow Agreement among Sunrise Securities Corp., the Company and the United States Trust Company of New York (the "Escrow Agent"), of even date herewith (the "Escrow Agreement"), the Placement Agent will establish a special account with the Escrow Agent entitled "Cambridge Heart, Inc. - Escrow Account" (the "Special Account"). Purchasers The Placement Agent shall deliver each check or other form of payment received from a Prospective Investor to the Escrow Agent for deposit in the Special Account and shall deliver the executed copy of the Subscription Agreement received from each Prospective Investor to the Company. The Company and the Placement Agent shall promptly notify one another of the acceptance or rejection of any subscription. The Company shall not unreasonably reject any subscription.
(e) If subscriptions to purchase a minimum of 1,428,571 Shares are not received from Prospective Investors prior to the expiration of the Offering Period and accepted by the Company, the Offering shall be “accredited investors” canceled, all funds received by the Escrow Agent on behalf of the Company shall be refunded in full without any interest thereon, and this Agreement and the agency created hereby shall be terminated without any further obligation on the part of either party, except as determined provided in accordance Section 10 hereof.
(f) You may engage other persons selected by you to assist you in the Offering (each such person being hereinafter referred to as a "Selected Dealer") and you may allow such persons such part of the compensation payable to you hereunder as you shall determine. Each Selected Dealer shall be required to agree in writing to comply with SEC Regulation the provisions of, and to make the representations, warranties and covenants contained in Sections 5(b) and 6(b) hereof by executing a form of Selected Dealer Agreement. On or prior to the Closing (as hereinafter defined), the Placement Agent shall deliver a copy of each executed Selected Dealer Agreement to the Company. By executing this Agreement, the Company hereby agrees to make, and is deemed to make, the representations and warranties to, and covenants and agreements with, each Selected Dealer (including an agreement to indemnify such Selected Dealer under Section D 5019 hereof) who has executed the Selected Dealer Agreement as are contained in this Agreement.
Appears in 1 contract
