Certain Offering Procedures Sample Clauses

Certain Offering Procedures. The Company and Berthel each represent to the other that it has not taken, and the company and Berthel each agree with the other that it will not take, any action, directly or indirectly, so as to cause the Financing or the Merger to fail to be entitled to rely upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Act"). In effecting the Financing or Merger, the Company and Berthel each agree to comply in all material respects with applicable provisions of the Act and any regulations hereunder and any applicable state laws and requirements. The Company agrees that any representations and warranties made by it to any lenders/investors in a Financing or Merger shall be deemed also to be made to Berthel for its benefit. The Company agrees that it shall cause any opinion of its counsel delivered to any lenders/investors in a Financing or Xxxxxx also to be addressed and delivered to Berthel or to cause such counsel to deliver to Berthel a letter authorizing it to rely upon such opinion. It is understood that, once a lender/investor group becomes identified, customarily special counsel of the lender/investor group is appointed at the Company's expense to represent all lender/investors. This means, in practical terms, that the final terms of a Financing or Merger may be modified by negotiation between the Company and the lenders/investors.
Sample 1
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Certain Offering Procedures. In the event the contemplated Transaction is expanded or modified to include any placement of securities by the Company, the Company agrees that, and as a condition to the closing of the Transaction, it will furnish to Jefferies and to the investors in the Transaction an opinion of its outside counsel reasonably satisfactory to Jefferies to the effect that (i) the Transaction and all other prior private offerings of securities of the Company would not result in integration with the Transaction or, if integration would so result, that such integration would not cause the Transaction not to be an exempt transaction and (ii) that all prior issuances of the Company's securities have been issued in compliance with federal and state securities laws. The Company agrees that it shall cause any other opinion of its outside counsel delivered to any investors in the Transaction also to be addressed and delivered to Jefferies, or to cause such outside counsel to deliver to Jefferies a letter authorizing it to rely upon such opinion. Please sign and return an original and one copy of this letter to the undersigned to indicate your acceptance of the terms and conditions set forth herein, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and Jefferies as of the date first above written. Sincerely, XXXXXXXXX & COMPANY, INC. By Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President Accepted and Agreed: FLOOR DECOR, INC. X.X. Xxxxxx EAGLE EYE SCANDINAVIANAN DISTRIBUTION LIMITED Xxxx Xxxxx Director
Sample 1

Related to Certain Offering Procedures

  • ORDERING PROCEDURES 6.1 If the Authority or any Other Contracting Body decides to source the Services through this Services Framework then each Contracting Body shall be entitled at any time, during the Term to place an order for the Services from the Supplier by serving an Order in accordance with Framework Agreement Schedule 5 (Ordering Procedure).

  • Hiring Procedures Nothing contained in this Article 4 shall impair any of the rights of the Employer to hire new or additional employees to meet the employment needs of the Employer, in accordance with the terms and provisions of this collective bargaining Agreement or to meet the obligations of the Employer under Article 2, Section H of this Agreement or to take affirmative steps to comply with any requirements under any applicable Federal or State law prohibiting discrimination in employment.

  • Registration Procedures In connection with the Company’s registration obligations hereunder, the Company shall:

  • BIDDING PROCEDURES 4.1. Bidders have to login at EHSAN AUCTIONEERS SDN. BHD. Website using the same registered email 30 minute before Auction Time.

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Hearing Procedures The hearing shall be conducted to preserve its privacy and to allow reasonable procedural due process. Rules of evidence need not be strictly followed, and the hearing shall be streamlined as follows:

  • Tendering Procedures i) Section I - Instructions to Tenderers (ITT)

  • Layoff Procedures 120. Layoffs shall be administered pursuant as follows: An employee with permanent seniority in class shall have the right to displace an employee with less permanent seniority in the same class in any department. All bumping and displacement shall first occur within the department that affected the layoff in question prior to City-wide bumping.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.

  • AML/KYC Procedures “AML/KYC Procedures” means the customer due diligence (CDD) procedures of a Reporting Financial Institution pursuant to the anti-money laundering or similar requirements of the jurisdiction concerned to which such Reporting Financial Institution is subject.

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