Appointment of Placement Agent. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company hereby appoints the Placement Agent as the Company’s exclusive placement agent for the IPO Shares to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1(File No. 333-204811), and the Placement Agent agrees to act as the Company’s exclusive placement agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt to place all or part of the IPO Shares of the Company in the proposed Offering. Until the final closing or earlier upon termination of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent, solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement Agent will act as and agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the IPO Shares from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent shall use its reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase IPO Shares has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities for its own account and, in soliciting purchases of the IPO Shares, the Placement Agent shall act solely as an agent of the Company. The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal” basis. Aegis Capital Corp. May [●], 2017
(b) The Placement Agent will solicit offers for the purchase of the IPO Shares in the Offering at such times and in such amounts as the Placement Agent deem advisable. The Company shall have the sole right to accept offers to purchase IPO Shares and may reject any such offer, in whole or in part. The Placement Agent may retain other brokers or dealers to act as sub-agents on its behalf in connection...
Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as exclusive placement agent for the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may sell Shares through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, and may reallow all or a portion of the Agent Compensation (as defined in Section 3(b) below) it receives to such other broker-dealers or foreign finders. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist the Company in (A) finding subscribers of Shares who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Shares. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).
Appointment of Placement Agent. On the basis of the written and documented representations and warranties of the Company provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed as a non-exclusive Placement Agent of the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent may sell Units through other broker-dealers who are FINRA members and may reallow all or a portion of the Brokers’ Fees (as defined in Section 3(a) below) it receives to such other broker-dealers or pay a finders or consultant fee as allowed by applicable law. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and in compliance with applicable law and to use its best efforts to assist the Company in (A) finding subscribers of Units who either (i) qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, or (ii) are offered and purchase the Units outside the United States in an Offshore Transaction (as such term is defined in Regulation S) and who are not U.S. Persons (as such term is defined in Regulation S) and are not acting for the account or benefit of a person in the United States or a U.S. Person and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Units. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).
Appointment of Placement Agent. (a) You are hereby appointed exclusive Placement Agent of the Company (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the
Appointment of Placement Agent. Zanett is hereby appointed Placement Agent of the Company for the purposes of assisting the Company in finding qualified Investors to participate in the Offering. On the basis of the representations and warranties and subject to the terms and conditions contained herein, Zanett hereby accepts such agency and agrees to assist the Company in finding qualified Investors to participate in the Offering. Zanett's agency hereunder is not terminable by the Company except upon termination of the Offering. Upon termination of the Offering, all subscriptions received, if any, shall be returned to Investors.
Appointment of Placement Agent. ESL's appointment by the Company as Placement Agent shall commence upon the date of the execution of this Agreement, and shall continue until and through July 31, 1998, unless (i) the Shares shall be completely sold prior to that date, (ii) the offering has been terminated by written agreement between ESL and the Company, or (iii) this Agreement shall be terminated at a prior date as provided herein.
Appointment of Placement Agent. You are hereby appointed exclusive Placement Agent of the Company during the offering period herein specified ("Offering Period") for the purpose of assisting the Company in placing the Units with purchasers who are qualified accredited investors ("Subscribers"). The Offering Period shall commence on the day the Offering Documents are first made available to you by the Company and shall continue until November 15, 1996; provided, however, that the Offering Period may be extended for an additional period not to exceed thirty (30) days by the mutual decision of the Company and the Placement Agent without notice to any Subscriber. If, at any time during the Offering Period, subscriptions for the 32 Units have been received (including up to 5 Units that may be subscribed for by the holders ("October Note Holders") of the October Notes (as defined in the Term Sheet) and paid for by tender of the October Notes) and accepted (and funds in payment therefor have cleared) by the Company, then, upon the mutual consent of the Company and the Placement Agent, a closing shall take place with respect to such accepted subscriptions ("Closing"). If the Units are not sold prior to the end of the Offering Period (including any extension thereof), the Offering will be terminated and all funds received from Subscribers (and the October Notes if they have been tendered) will be returned, without interest and without any deduction. The day that the Offering Period terminates is hereinafter referred to as the "Termination Date." You hereby accept such agency and agree to assist the Company in placing Units with the Subscribers. Your agency hereunder is not terminable by the Company except upon termination of the Offering or breach by you of your obligations hereunder.
Appointment of Placement Agent. The Fund hereby appoints the Placement Agent as the exclusive placement agent for the Fund for the period and upon the terms herein set forth, for the purposes of obtaining purchasers for, and assisting in the offering of, the Units in the manner contemplated herein. The Placement Agent hereby accepts such appointment and agrees to use commercially reasonable efforts during such period to find eligible purchasers for the Units. The Placement Agent, from time to time in its sole discretion and at its own expense, may appoint Sub-Placement Agents (as defined below), who may or may not be affiliated with the Placement Agent, on such terms as the Placement Agent may determine.
Appointment of Placement Agent. On the basis of the representations and warranties provided herein, and subject to the terms and conditions set forth herein, the Placement Agent is appointed exclusive placement agent for the Company during the Offering Period to assist the Company in finding qualified subscribers for the Offering. The Placement Agent shall also have exclusivity, including the retention of sub-placement agents, during the Offering Period with respect to any other securities that the Company desires to offer for capital raise purposes. The Placement Agent may sell Shares through other broker-dealers who are FINRA members, as well as through foreign finders pursuant to applicable FINRA rules, and may reallow all or a portion of the Agent Compensation (as defined in Section 3(b) below) it receives to such other broker-dealers or foreign finders. On the basis of such representations and warranties and subject to such terms and conditions, the Placement Agent hereby accepts such appointment and agrees to perform its services hereunder diligently and in good faith and in a professional and businesslike manner and to use its reasonable efforts to assist the Company in (A) finding subscribers of Shares who qualify as “accredited investors,” as such term is defined in Rule 501 of Regulation D, and (B) completing the Offering. The Placement Agent has no obligation to purchase any of the Shares. Unless sooner terminated in accordance with this Agreement, the engagement of the Placement Agent hereunder shall continue until the later of the Termination Date or the Final Closing (as defined below).
Appointment of Placement Agent. On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the Company hereby appoints Mxxxxx Associates L.P. as its Placement Agent and grants to it the exclusive right to offer, as its agent, the Securities pursuant to the terms of this Agreement. The Company expressly acknowledges and agrees that Mxxxxx= obligations hereunder are not on a firm commitment basis and that the execution of this Agreement does not constitute a commitment by Mxxxxx to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof. Further, Mxxxxx= obligation to use its best efforts to assist the Company in the Offering is subject to the completion of a due diligence review of the Company, the industry and the market for such securities generally, as well as general market conditions. On the basis of such representations and warranties, and subject to such conditions, Mxxxxx hereby accepts such an appointment and agrees to use its reasonable best efforts to secure subscriptions to purchase $2,000,000 of Units (plus $1,000,000 of additional Units to cover over-subscriptions).
