Directed Selling Sample Clauses

Directed Selling. Such Non-U.S. Investor has not engaged, nor is it aware that any party has engaged, and such Non-U.S. Investor will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Shares.
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Directed Selling. Such Non-U.S. Note Holder has not engaged, nor is it aware that any party has engaged, and such Non-U.S. Note Holder will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Note Conversion Shares.
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Directed Selling. Such Non-U.S. Warrant Holder has not engaged, nor is it aware that any party has engaged, and such Non-U.S. Warrant Holder will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Shares.
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Directed Selling. The Investor covenants and agrees that it shall only dispose of Common Shares issuable upon conversion of the Convertible Notes or exercises of the Warrants pursuant to transactions on the AMEX or any other exchange upon which the Common Shares are listed (other than any Canadian stock exchange) and, provided that, in the event that it wishes to arrange a sale of a block of Common Shares (other than through a stock exchange) which represents 5% or more of the issued and outstanding Common Shares of the Company (the "Sale Shares"), the Investor shall first make an offer in writing to the Company to sell the Sale Shares to a person or persons to be designated by the Company (the "Purchaser") at a price and on the same terms and conditions as it wishes to arrange the sale of the Sale Shares. The Purchaser may accept such offer within 24 hours of the receipt of the offer made to the Company failing which the offer shall be deemed to be refused. Following such 24-hour notice, the Investor may then sell the Sale Shares on a basis which is not more advantageous to a buyer than the terms provided to the Company.
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Directed Selling. The Purchaser has not engaged, nor is it aware that any party has engaged, and the Purchaser will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Securities.
Sample 1
Directed Selling. Neither the Company, nor any of its affiliates (as defined in Rule 405 under the Securities Act), nor any person acting on its or their behalf, has engaged in any "directed selling efforts" (as defined in Regulation S) in connection with the offer and sale of the Notes under Regulation S.
Sample 1
Directed Selling. Each Buyer covenants and agrees that, in the event that it wishes to arrange a sale of a block of Conversion Shares or Warrant Shares which represents 2.5% or more of the issued and outstanding Common Stock of the Company (the “Block Sale Shares”), the Buyer shall first make an offer in writing to the Company to sell the Block Sale Shares to the Company or its designee(s) (the “Designated Purchasers”) at a price and on the same terms and conditions as it wishes to arrange the sale of the Block Sale Shares. The Designated Purchasers may accept such offer within 24 hours of the receipt of the offer made to the Company failing which the offer shall be deemed to be refused. Following such 24-hour notice, the Buyer shall sell the Block Sale Shares on a basis which is not more advantageous to a buyer than the terms provided to the Company.
Sample 1
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Directed Selling. Such Regulation S Purchaser has not engaged, nor is it aware that any party has engaged, and such Regulation S Purchaser will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to the Securities.
Sample 1
Directed Selling neither the Issuer, nor any affiliate of the Issuer, nor any person acting on behalf of the Issuer or any such affiliate (save for the Managers as to whom the Issuer does not so covenant or agree) will engage in any directed selling efforts with respect to the Securities and the Shares within the meaning of Regulation S.
Sample 1

Related to Directed Selling

  • No Directed Selling Efforts None of the Company, its affiliates nor any person acting on its behalf has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Common Stock and each of the Company, its affiliates and any person acting on its or their behalf has complied and will comply with the offering restrictions requirement of Regulation S.

  • No General Solicitation or Directed Selling Efforts None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

  • No Directed Selling Efforts or General Solicitation Neither the Company nor any Person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.

  • The Selling Stockholders understand that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

  • By Selling Holders To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder’s partners, directors or officers or any person who controls such Holder within the meaning of the Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this Section 1.6(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.

  • Short Selling Such Purchaser has not engaged in any Short Sales involving Common Shares owned by it between the time it first began discussions with the Company about the transaction contemplated by this Agreement and the date of execution of this Agreement.

  • Offered Securities The Offered Securities have been duly authorized and when issued and delivered against payment by the Underwriters pursuant to this Agreement, will be validly issued.

  • Directed Share Program The Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

  • No Short Selling The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

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