Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Xxxxxxxxxx shall be a third party beneficiary with respect to the representations and warranties included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. If an Offering is on a best efforts basis, the sale of Securities to the investors in the Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Xxxxxxxxxx shall be a third party beneficiary with respect to the representations, warranties, covenants, closing conditions and closing deliverables included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be reasonably available to answer inquiries from prospective investors.
Best Efforts Offering. If you communicate to us that a particular offering is being made on a best efforts basis, then the terms in this Section 3(j) apply and other inconsistent terms in this Agreement do not apply.
Best Efforts Offering. If the Public Offering is on a best efforts basis, the sale of Securities to the investors in the Public Offering will be evidenced by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory to the Company and Wxxxxxxxxx. Wxxxxxxxxx shall be a third party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents, including representations, warranties, covenants and closing conditions made to any investor in the Public Offering. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. The Company hereby invites the Broker-Dealer, --------------------- on a "best efforts" basis, to offer and sell up to Thirteen Million Dollars ($13,000,000.00) of the Preferred Stock in accordance with the terms and conditions described herein and in the Memorandum. The Broker-Dealer agrees to use its best efforts to sell such shares in accordance with these terms and conditions. In the event that the Company decides to terminate the offering before selling all the shares being offered, the Company will notify Broker- Dealer in writing as provided herein and give Broker-Dealer fifteen (15) days to close-out and submit its existing subscription commitments.
Best Efforts Offering. The sale of Securities to the investors in the Offering will be evidenced by a purchase agreement ("Purchase Agreement") between the Company and such investors in a form reasonably satisfactory to the Company and Xxxxxxxxxx. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility for financial affairs will be available to answer inquiries from prospective investors.
Best Efforts Offering. The Company hereby engages Oppenheimer to act as its lead-placement agent during the term of the offering as outlined herein to sell shares of Common Stock and Warrants (the “Securities”), on a “best efforts” basis (the “Offering” or “PIPE”). Oppenheimer intends to market the Offering on the terms as set forth in the Term Sheet attached hereto as Exhibit A. The Securities shall be offered without registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”) pursuant to the exemption from registration created by Regulation D thereof.
Best Efforts Offering. (a) Subject to the term sheet to be provided to the Company, that may be amended from time to time, and commencing on the date of this Agreement and continuing until June 30, 2013 or 90 days after completion of subscription documents satisfactory to the Placement Agent whichever is later, the Company hereby engages Placement Agent to act as its exclusive agent to sell a maximum of $10,000,000 in principal amount (the “Maximum Offering”) of Units consisting of its common shares that have been registered on Form S-3 (Registration File No. 333-173195) under the Securities Act of 1933 and warrants exercisable at $3.00 per share
Best Efforts Offering. The Company hereby engages Oppenheimer to act as its exclusive placement agent during the term of the offering as outlined herein to sell up to $25 million of Common Stock and Warrants (the “Securities”), on a “best efforts” basis (the “Offering”). It is understood that in the event potential investors are concerned that the SEC’s recent interpretation of Rule 415 could impact the Company’s ability to have the securities registered in a timely manner, then the Offering may be limited to 35% of the Company’s public float. Oppenheimer intends to initially market the Offering on the terms as set forth in the Term Sheet attached hereto as Exhibit A. However, the ultimate terms will depend upon various factors including, but not limited to, the overall market conditions at that time, the interest of potential investors and the Company’s capitalization. The Securities shall be offered without registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”) pursuant to the exemption from registration created by Regulation D thereof.
Best Efforts Offering. The Company hereby engages Xxxxxxx and Paramount to act as its Placement Agents during the term of the offering as outlined herein (the “Offering”) to sell shares of Common Stock and warrants (the “Warrants”) to purchase Common Stock (collectively, the “Securities”), on a “best efforts” basis. The Warrants shall have a provision for cashless exercise. The Placement Agents shall market the Offering on terms substantially similar to those set forth in the Term Sheet attached hereto as Exhibit A, to the extent permitted by applicable law, regulations and listing standards. The Securities shall be offered without registration in reliance on one or more applicable registration exemptions under the Securities Act, and in compliance with Rule 506 of Regulation D thereof. It is understood that the Placement Agents’ services hereunder shall be subject to, among other things, satisfactory completion of due diligence by the Placement Agents, market conditions, the absence of material adverse changes to the Company’s business or financial condition since the date hereof, and approval of the Placement Agents’ internal committees. It is expressly understood and agreed that the Placement Agents are not undertaking to provide any advice relating to legal, regulatory, accounting or tax matters. In furtherance thereof, the Company acknowledges and agrees that (a) it and its affiliates have relied and will continue to rely on the advice of its own legal, tax and accounting advisors for all matters relating to the Offering, and (b) neither it, nor any of its affiliates, has received, or has relied upon, the advice of either of the Placement Agents or any of their affiliates regarding matters of law, taxation or accounting. It is understood that the Company’s obligations hereunder shall be subject to, among other things, the receipt of a certificate of each of the Placement Agents at Closing in substantially the form of the certificate delivered by Paramount in connection with the private offering of common stock and warrants conducted by the Company on May 26, 2005 (the “Prior Offering”) with such changes as are agreed upon by the parties.
