Use of Offering Proceeds Sample Clauses

Use of Offering Proceeds. The Parties acknowledge an intention for MLP to distribute the Firm Net Proceeds to Diamondback, which shall be treated as reimbursement of pre-formation capital expenditures under Treasury Regulation Section 1.707-4(d).
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Use of Offering Proceeds. The proceeds of the Rights Offering shall be used as specified in the Registration Statement.
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Use of Offering Proceeds. The Partnership will use the proceeds from the Firm Units and the Option Units to (i) pay the Underwriters’ Spread and estimated expenses incurred in connection with the Offering and (ii) contribute the remainder of the cash from the sale of the Firm Units and the Option Units to OpCo in exchange for an additional 8.4% limited partner interest in OpCo, such that the Partnership’s total limited partner interest in OpCo will be 15.7% following the Offering.
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Use of Offering Proceeds. The Partnership shall, at the Effective Time, use the proceeds from the Firm Units to (1) pay the Underwriters’ Spread and estimated expenses incurred in connection with the Offering, (2) distribute $1,000 to WISC, thereby redeeming WISC’s limited partner interest in the Partnership and (3) contribute the remainder of the cash from the Firm Units to OpCo in exchange for an additional [ ]% limited partner interest in OpCo such that the Partnership’s limited partner interest in OpCo will be 10% following the Offering.
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Use of Offering Proceeds. The Offering Proceeds shall be used to (i) first, pay off the Bridge Loan; (ii) second, pay off all indebtedness under the Mezzanine Loan Agreement; (iii) third, make the Cargill Payment; and (iv) the remainder, if any, for general corporate purposes.
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Use of Offering Proceeds. The Parties acknowledge an intention for MLP to distribute the Firm Net Proceeds to Diamondback.
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Use of Offering Proceeds. CMCI shall use the proceeds from the Offering AS FOLLOWS:
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Use of Offering Proceeds. The Partnership will use net proceeds from the sale of the Firm Units to (a) repay the Affiliate Notes, (b) repay approximately $[26.8] million in trade payables and (c) to purchase $[36.1] million in Treasuries that will be used to collateralize the PNC Term Debt. The Partnership will use borrowings under the Revolving Credit Facility to purchase Treasuries to collateralize the Term Loan Facility; provided that, if the Over-Allotment Option is exercised, the Partnership will instead use the net proceeds from the exercise of the Over-Allotment Option to purchase Treasuries to collateralize the Term Loan Facility.
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Related to Use of Offering Proceeds

  • Terms of Offering You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the “Underwriters’ Securities”) or by the Issuer or Seller pursuant to delayed delivery contracts (the “Contract Securities”), if any, contemplated by the Underwriting Agreement. You authorize the Manager: (i) to purchase any or all of the Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in, or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Underwriting Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add prospective or remove existing Underwriters from the syndicate, (iv) to exercise, in the Manager’s discretion, all of the authority vested in the Manager in the Underwriting Agreement, (v) except as described below in this Section 3.1, to take any other action as may seem advisable to the Manager in respect of the Offering (including, in the case of an Offering of asset-backed securities, the preparation and delivery of ABS Underwriter Derived Information), including actions and communications with the Commission, the Financial Industry Regulatory Authority (“FINRA,” formerly known as the National Association of Securities Dealers, Inc., and NASD, Inc., or “NASD”), state blue sky or securities commissions, stock exchanges, and other regulatory bodies or organizations. Furthermore, the Manager will have exclusive authority, on your behalf and on behalf of the Co-Managers, to exercise powers and pursue enforcement of the terms and conditions of the Underwriting Agreement and any Intersyndicate Agreement, whether or not actually exercised, except as otherwise specified herein or therein. If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices, or prices related to prevailing market prices, or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager’s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager may deem necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions (including interest rate hedging transactions) in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1.2 hereof: (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price, Fees, and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price, and (iii) to increase or decrease the number, amount, or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3.1, the Manager will notify the Underwriters, prior to the signing of the Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement by more than 25% (or such other percentage as will have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder. The Manager may, at its discretion, delegate to any Underwriter any and all authority vested in the applicable AAU, including, but not limited to, the powers set forth in Sections 5.1 and 5.2 hereof.

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Distribution of Offering Materials The Fund has not distributed and, prior to the later to occur of (A) the Closing Time and (B) completion of the distribution of the Securities, will not distribute any offering material in connection with the offering and sale of the Securities other than the Registration Statement, each preliminary prospectus, the Prospectus, the Statutory Prospectus, the General Disclosure Package, the Rule 482 Statement, if any, or the sales materials.

  • Completion of Offering Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

  • No Other Distribution of Offering Materials The Company has not, directly or indirectly, distributed and will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.

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