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Unit Offering Sample Clauses

Unit Offering. Subject to the satisfaction of the terms and conditions of this Agreement, the Purchasers irrevocably agree to invest an additional One Million Five Hundred Thousand Dollars ($1,500,000) in equity into Phage within seven (7) days from the date Phage files a Form 10SB-12g with the Commission. Phage in consideration of this investment has agreed to issue to the Purchasers 2,142,857 units on receipt of these funds. Each "Initial Unit" will consist of one share of Phage Common Stock and one common stock purchase warrant (the "Series One Warrant"). For every one and a half Warrants the holder will be entitled to acquire one additional share of common stock of Phage at an exercise price of $0.70 per share. These Warrants will be exercisable at any time on or before September 15, 2001 and their right of exercise will be subject to the Purchasers having fully exercised the Warrants received at the Initial Closing.
Sample 1Sample 2Sample 3See All (5)
Unit Offering. 13 6.16 Form 10SB-12g............................................................................................... 13
Sample 1Sample 2See All (4)
Unit Offering. The Borrower proposes to issue units (each, a “Unit”), with each Unit being comprised of one common share in the capital of the Borrower (each, a “Common Share”) and one half of one Common Share purchase warrant (each, a “Warrant”), pursuant to a unit offering (the “Offering”). In the event that the Offering is not fully subscribed for, the Lender will, at the request of the Borrower, subscribe under the Offering for Units having a total subscription price of the lesser of the deficiency in the gross proceeds of the Offering and $1,000,000 (the “Base Standby Commitment Amount”) subject to an increase to up to $1,500,000 pursuant to the Facility Top-Up (as defined and described below) to the extent used by the Lender to subscribe for Units (the “Total Standby Commitment Amount”). It is acknowledged and agreed that the foregoing subscription may be subordinate to another party’s standby subscription under the Offering. In the event that the Borrower is not able to raise a minimum of $2,400,000 under the Offering (inclusive of the Base Standby Commitment Amount), the Lender will, at its option, (i) increase the Total Standby Commitment Amount from $1,000,000 to the lesser of the deficiency in the gross proceeds of the Offering and $1,500,000 or (ii) subject to the terms and conditions of this Agreement, make available to the Borrower a further advance under the Facility, or a combination thereof (the “Facility Top-Up”). The amount of the Facility Top-Up will be equal to the lesser of (i) $500,000 and (ii) the difference between $2,400,000 and the gross proceeds of the Offering (inclusive of the Base Standby Commitment Amount). The Lender’s subscription price for Units hereunder shall be satisfied by: (a) a cash payment; (b) a set off of a corresponding amount outstanding, if any, under the Facility (i.e. as a repayment of the amount owing by the Borrower to Lender pursuant to the Facility); or (c) a combination thereof. The method by which the Lender shall subscribe for Units shall be at the option of the Lender. The availability of funds under the Facility will be permanently reduced by any amounts utilized by the Lender to subscribe for Units pursuant to the Offering.
Sample 1Sample 2
Unit Offering. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Unit Subscription Agreement (the "Subscription Agreement"), Michepro Holding Ltd, by Xx. Xxx Xxxxx as trustee (the "Investor") hereby agrees to subscribe for and purchase 2,307,692 Units (the "Unit Offering") offered by OWC Pharmaceutical Research Corp., a Delaware corporation with offices located at 00 Xxxxxxx Xxxxxx, X.X.X. 0000, Petach Tikva 4918103 Israel (the “Company”), at a Unit purchase price of US$0.13 per Unit (the Unit Purchase Price") pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 The undersigned Investor understands that: (i) this Unit Offering by the Company is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Units nor accept subscriptions from any person and/or entity that is not a U.S. Person as defined in Rule 902 of Regulation S; and (ii) each Unit is comprised of one (1) share of the Company's common stock (the "Shares") and one (1) 761,538 Class G Warrant exercisable for a period of twenty four (24) months to purchase additional Shares at an exercise price of $0.25 per Share (the "Warrant Exercise Price"), and 761,538 Class H Warrant exercisable for a period of thirty six (36 ) months to purchase additional Shares at an exercise price of $0.4 per Share (the "Warrant Exercise Price"). 1.3 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the undersigned the Units subscribed for herein. 1.4 Subject to the terms hereof, this Subscription Agreement will be effective upon receipt by the Company of the proceeds equal to the Unite Purchase Price multiplied by the number of Units subject to this Subscription Agreement (the "Subscription Proceeds").
Sample 1Sample 2
Unit Offering. 3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated January 7, 2005 (the "Agreement"), by and among GMH HOLDING COMPANY, a Delaware corporation (the "Company"), CITIGROUP VENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVC EXECUTIVE FUND LLC, a Delaware limited liability company, CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (collectively, the "Fund"), COURT SQUARE CAPITAL LIMITED, a Delaware corporation ("Court Square") the other persons listed on the signature pages hereto as "CVC Co-Investors" (such persons, the "CVC Co-Investors"), and the other individuals listed on the signature pages hereto as "Management Investors" (such individuals, the "Management Investors"). The Fund, Court Square, the CVC Co-Investors and the Management Investors are sometimes referred to hereinafter individually as an "Investor" and collectively as the "Investors."
Sample 1
Unit Offering. 21 ARTICLE IV Conditions............................................................................................22 Section 4.1 Conditions Precedent to the Obligation of the Company to Sell the Shares..............22 Section 4.2 Conditions Precedent to the Obligation of the Purchasers to Purchase the Shares.......23
Sample 1
Unit Offering. 24 -iv- SECURITIES EXCHANGE, PURCHASE AND HOLDERS AGREEMENT SECURITIES EXCHANGE, PURCHASE AND HOLDERS AGREEMENT, dated July 31, 2002 (the "Agreement"), by and among ERICO GLOBAL COMPANY, a Delaware corporation (the "Company"), CITICORP VENTURE CAPITAL EQUITY PARTNERS, L.P., a Delaware limited partnership, CVC EXECUTIVE FUND LLC, a Delaware limited liability company, CVC/SSB EMPLOYEE FUND, L.P., a Delaware limited partnership (collectively, the "Fund"),and XXXXXXX XXX ("Roj") and the other individuals listed on the signature pages hereto as "Management Investors" (such individuals, together with Roj, the "Management Investors"). The Fund and the Management Investors are sometimes referred to hereinafter individually as an "Investor" and collectively as the "Investors."
Sample 1
Unit Offering. TERMS OF THE OFFERING: 24 Units, each Unit consisting of a promissory note in the amount of $25,000 and warrants (the "Warrants") to purchase 6,500 shares of the common stock (the "Common Stock") of Golf One, Inc., a Delaware corporation (the "Company") or "Golf" GROSS PROCEEDS: Maximum - $800,000; Minimum - $25,000
Sample 1
Unit Offering. In addition to the 2,000,000 shares or options outstanding as provided in the preceding paragraph, the Company shall create, sell and issue 2,000,000 units ("Units") at a price of US$0.05
Sample 1

Related to Unit Offering

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Subsequent Offerings Subject to applicable securities laws, each Founding Investor will have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 5.6 hereof. Each Founding Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Founding Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” will mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock, or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Rights Offering (a) The Company shall make the Rights Offering pursuant to the Plan, which shall be subject to the Offering Conditions and such other terms and conditions set forth in the Rights Offering Documents. (b) Ten Business Days prior to the date of the Confirmation Hearing, the Company shall notify the Preferred Backstop Investors of the Rights Offering and the Preferred Backstop Investors shall have the right, but not obligation, upon written notice to the Company to elect to purchase up to 50% of the Preferred Stock issued in the Rights Offering (in addition to each of their rights as a Holder pursuant to the Rights Offering Documents) on the same terms and conditions as the other Holders under the Rights Offering Documents; provided, however, that the Preferred Backstop Investors shall not be required to post funds until the Effective Date. Each Preferred Backstop Investor shall have the right to purchase its pro rata share of such amount, based on its Backstop Percentage and to the extent any Preferred Backstop Investor elects to not purchase its pro rata share, such share(s) shall be made available to the Preferred Backstop Investors that are purchasing their pro rata share. (c) The Company hereby agrees and undertakes to give, or to cause to be given, to the Preferred Backstop Investors as soon as reasonably practicable, but in no event later than two (2) Business Days, after the entry of the Confirmation Order, by overnight mail, e-mail or by electronic facsimile transmission, (i) written notification setting forth (A) the total number of shares of Preferred Stock purchased by Holders (inclusive of any shares of Preferred Stock purchased pursuant to Section 2.1(b)) in the Rights Offering pursuant to the exercise of Rights and the aggregate cash proceeds received by the Company therefor, (B) the number of Unsubscribed Shares, (C) the Backstop Purchase Price for each Preferred Backstop Investor and (D) the targeted Effective Date and (ii) a subscription form to be completed by each Preferred Backstop Investor to facilitate such Preferred Backstop Investor’s subscription for the Preferred Stock purchased pursuant to this Agreement. In addition, on the first Business Day of each calendar week during the period beginning on the Subscription Commencement Date and ending on the Subscription Expiration Date, the Company shall give, or cause to be given, to the Preferred Backstop Investors by overnight mail, e-mail or by electronic facsimile transmission a written notification setting forth the then most current information as to the total amount of Preferred Stock then subscribed for in the Rights Offering, the number of then unsubscribed Preferred Stock, the Backstop Purchase Price for each Preferred Backstop Investor (as if the Rights Offering were to be concluded with the then current amount of subscribed for Preferred Stock) and the targeted Effective Date.

Most Referenced Clauses

Most Referenced Definitions