The Offering. Member shall make an offer (the "Member Offer") of the First Offer LLC Units, in accordance with this Section 13.3, to the Company (or to MGI or CERA Inc., as applicable, if the Company shall have assigned its right to accept the applicable Member Offer to MGI or CERA Inc.) and (if applicable) each Restricted Holder (other than the Offering Member if the Offering Member is a Restricted Holder).
The Offering. The Sponsor is offering to investors up to 20,000 units, at $700 per unit (the "Offering"), all as more fully described in the Prospectus. Subscriptions for a minimum of $2,450,000 (the "Minimum Subscription"), or 3,500 units, must be accepted by the Sponsor in order for the Sponsor to accept any subscription, and prior to accepting subscriptions, the Sponsor may withdraw the Offering in its sole discretion for any reason whatsoever. The minimum subscription amount per investor which will be accepted by Sponsor will be $700, or one unit. The Escrow Agent is not a party to, and is not bound by, or charged with notice of, any agreement out of which this escrow may arise.
The Offering and "Taxation", to the extent that it constitutes matters of law or legal conclusions thereunder, has been reviewed by such counsel and is accurate and correct in all material respects.
Examples of The Offering in a sentence
Capitalized terms used in this Pricing Supplement have the meanings we gave them in the Offering Circular, unless we specify otherwise.
You should read and evaluate the discussion of risk factors (especially those risk factors that may be particularly relevant to this security) that appears in the Offering Circular under “Risk Factors” before purchasing any of the Medium-Term Notes.
We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.
Any material you, or any third party you engage on your behalf, prepare shall be true and accurate in all material respects and consistent in all material respects with the content of the Offering Circular and the Pricing Supplement and shall not contain any omissions that would make them misleading.
Despite that the Company has agreed to a specific use of the proceeds from the Offering, the Company's management will have considerable discretion over the allocation of proceeds from the Offering.
More Definitions of The Offering
The Offering means each Offering covered by a Registration Statement and “Shares” means the Shares being offered in the Offering. The Offering is and shall be comprised of a maximum amount of Shares set forth in the Prospectus (as defined in Section 1.a. below) that will be issued and sold to the public at the public offering prices per Share set forth in the Prospectus pursuant to a primary offering (the “Primary Shares”) and the Company's distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Prospectus (except as otherwise indicated in any letter or memorandum from the Company to the Dealer Manager). In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement. The Company is offering to the public four classes of Shares, Class T shares, Class S shares, Class D shares and Class I shares. The differences between the classes of Shares and the eligibility requirements for each class are described in detail in the Prospectus. The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Subject to Section 12 of this Agreement or as otherwise agreed by the Company and the Dealer Manager, Shares sold through the Dealer Manager are to be sold through the Dealer Manager, as the dealer manager, and the broker-dealers (the “Dealers”) with whom the Dealer Manager has entered into or will enter into a selected dealer agreement substantially in the form attached to this Agreement as Exhibit “A” or such other form as approved by the Company (each a “Selected Dealer Agreement”) at a purchase price generally equal to the Company’s prior month’s net asset value (“NAV”) per share applicable to the class of Shares being purchased (as calculated in accordance with the procedures described in the Prospectus), or at a different purchase price made available to investors in cases where the Company believes there has been a material change to the NAV per Share since the end of the prior month, plus in either case any applicable selling commissions and dealer manager fees, subject in certain circumstances to waivers or reductions thereof as described in the Prospectus. For stockholders who participate in the Company’s distribution reinvestment plan...
The Offering means, at any given time, an offering covered by a Registration Statement and “Shares” means the Shares being offered in an Offering. In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement.
The Offering. Cash Distribution Policy," "Description of the Common Units" and "The Partnership Agreement";
The Offering. Roma Bank Community Foundation," "Restrictions on Acquisition of Roma Financial Corporation," "Description of Capital Stock" and "Legal and Tax Opinions", to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is complete and accurate in all material respects.
The Offering is made only to New York residents and non-U.S. citizens. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE SECURITIES OFFERED HEREBY, AND NO ASSURANCE THAT A PUBLIC MARKET WILL EXIST FOLLOWING THIS OFFERING. THE SECURITIES OFFERED XXXXXX INVOLVE A HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION AND SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. SEE" RISK FACTORS" BEGINNING ON PAGE 7. Net Proceeds Offering Price (1) Concession (2) to the Company (3) Per Share $0.10 $0.01 $0.09 Total Offering $150,000.00 $15,000.00 $135,000.00
The Offering. Summary Consolidated Financial Data," "Risk Factors," "Use of Proceeds," "Capitalization," "Dilution," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Summary Compensation," and "Certain Transactions," are not in agreement with the Company's general ledger, financial records or computations made by the Company therefrom. Such letter ("Accountant's Letter") shall also cover such other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as the Representative reasonably requests.
The Offering. Summary Financial Data," "Risk Factors," "Use of Proceeds," "Dividend Policy," "Capitalization," "Dilution," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Management," "Related Transactions and Relationships," "Principal Stockholders" and "Description of Our Capital Stock" are fairly presented and prepared on a basis consistent with the audited financial statements of the Company.