Nature of the Transaction. Each Purchaser shall be a resident in an Offering Jurisdiction and shall purchase the Offered Securities pursuant to the Prospectus. The Corporation hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Distribution of the Offered Securities and the Corporation shall execute and file with the Securities Regulators all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Offering Jurisdictions within the time required by Applicable Securities Laws in the Offering Jurisdictions. The Underwriter agrees to assist the Corporation in all commercially reasonable respects to secure compliance with all regulatory requirements in connection with the Offering, and to sell the Offered Securities only in the Offering Jurisdictions. During the Distribution of the Offered Securities, the Corporation and the Underwriter shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Underwriter to any potential investor, such marketing materials to comply with Applicable Securities Laws of the Canadian Offering Jurisdictions and the United States. The Underwriter shall provide a copy of any marketing materials used in connection with the Offering to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators and if required by U.S. Securities Laws, with the SEC, as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Underwriter, and in any event on or before the day the marketing materials are first provided to any potential investor, and such filing shall constitute the Underwriter’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Canadian Securities Regulators and if required by U.S. Securities Laws, the SEC, by the Corporation. The Corporation and the Underwriter, on a several basis, covenant and agree:
Nature of the Transaction. Xxxx Xxxx Real Estate has agreed to provide a security over the ownership of the Property in favour of the Bank to secure the payment obligations of Tianshan Construction of the Revolving Loan Facilities of up to a maximum amount of RMB3.3 million (equivalent to approximately HK$4.0 million), which includes any accrued interest thereon, any penalty interests, any compound interest, any default in payment and compensation and any costs and expenses for enforcing the Property Ownership Charge. Information on the Property The Property is held by Xxxx Xxxx Real Estate as inventory. As at 31 October 2015, the carrying value of the Property amount to RMB5.2 million (equivalent to approximately HK$6.2 million). For the financial years ended 31 December 2013 and 2014, the net profit (both before and after taxation and extraordinary items) attributable to the Property was RMB531,000 (equivalent to approximately HK$637,000) and RMB544,000 (equivalent to approximately HK$653,000), respectively.
Nature of the Transaction. 2.1 Subject to the terms and conditions set out herein, the Underwriters agree to purchase severally and not jointly in the respective percentages set out in section 7.1, and by its acceptance hereof, the Corporation agrees to issue and sell to the Underwriters, all, but not less than all, of the Offered Shares (excluding the Additional Shares) at the Time of Closing on the Closing Date. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Shares in whole or in part and from time to time, the Corporation hereby agrees to sell to the Underwriters and the Underwriters agree to purchase that number of Additional Shares requested, at the Over-Allotment Option Time of Closing.
Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Vitol to Coffeyville, then Coffeyville shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of Coffeyville’s obligations under this Agreement, and shall be deemed to have granted to Vitol a first priority lien and security interest in such Crude Oil and all the proceeds thereof. Coffeyville hereby authorizes Vitol to file a UCC financing statement with respect to all Crude Oil, whether now owned or hereafter acquired, and all proceeds thereof. Notwithstanding the foregoing, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the transactions evidenced by this Agreement be treated as sales of Crude Oil by Vitol to Coffeyville.
Nature of the Transaction. Xxxxxxx Software Company (“Xxxxxxx”) agrees to sell and license to the School District first named in this Agreement ("Customer"), and Customer agrees to purchase and license from Xxxxxxx, the products and services listed in this Agreement (collectively referred to as the "Destiny Solution" or “Solution”).
Nature of the Transaction. 2.1 Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree to purchase at the Time of Closing on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Common Shares and/or Additional Warrants in whole or in part and at any time up to 30 days after the Closing Date, the Corporation shall sell to the Underwriters and the Underwriters shall purchase that number of Additional Common Shares and/or Additional Warrants requested by the Underwriters pursuant to the notice delivered to the Corporation in accordance with Section 3.1, at the Time of Closing on the Over-Allotment Closing Date.
Nature of the Transaction. (a) Purchaser and Seller agree that the Purchase and Sale hereunder is a purchase of a business in its entirety as a going concern to be directed and operated by the Purchaser, and not an investment in securities although the transaction will be effectuated by a sale of the Shares for purposes of convenience and tax planning.
Nature of the Transaction. Based upon the foregoing and subject to the terms and conditions set out below, the Corporation hereby appoints the Agent to act as its sole and exclusive agent, and the Agent hereby accepts such appointment, to effect the sale of the Offered Units for an aggregate purchase price of a minimum amount equal to the Minimum Offering and up to a maximum amount equal to the Maximum Offering, on a best efforts basis to persons resident in the Selling Jurisdictions. The Agent agrees to use its best efforts to sell the Offered Units, but it is hereby understood and agreed that the Agent shall act as agent only and is under no obligation to purchase any of the Offered Units, although the Agent may subscribe for the Offered Units if it so desires. The Offering will be subject to subscriptions being received for the Minimum Offering. All funds received by the Agent will be held in trust until the Minimum Offering has been attained. Notwithstanding any other term of this Agreement, all subscription funds received by the Agent will be returned to the Purchasers if the Minimum Offering is not attained by the Closing Time. During the Distribution of the Offered Units, the Corporation and Agent shall approve in writing (prior to such time that marketing materials are provided to potential investors) any marketing materials reasonably requested to be provided by the Agent to any potential investor of Offered Units, such marketing materials to comply with Applicable Securities Laws of the Canadian Selling Jurisdictions. The Agent shall provide a copy of any marketing materials used in connection with the Offering, to the Corporation in accordance with this Section 1. The Corporation shall file a template version and any revised template version of such marketing materials with the Canadian Securities Regulators as soon as reasonably practicable after such marketing materials are so approved in writing by the Corporation and the Agent, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Units, and such filing shall constitute the Agent’s authority to use such marketing materials in connection with the Offering. Any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Canadian Securities Regulators and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to ...
Nature of the Transaction. Although the Parties intend and expect that the transactions contemplated hereunder constitute purchases and sales of Crude Oil between them, in the event that any transaction contemplated hereunder is reconstrued by any court, bankruptcy trustee or similar authority to constitute a loan from Gunvor to CVR, then CVR shall be deemed to have pledged all Crude Oil (until such time as payment in respect of such Crude Oil has been made in accordance with the terms of this Agreement) as security for the performance of CVR’s obligations under this Agreement, and shall be deemed to have granted to Gunvor a first priority lien and security interest in such Crude Oil and all the proceeds thereof.
Nature of the Transaction. (a) Subject to the terms and conditions of this Agreement, the Underwriters offer to purchase the Units (excluding the Additional Securities) of the Corporation, and by acceptance of this Agreement the Corporation agrees to sell to the Underwriters, and the Underwriters agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase at the Closing Time on the Closing Date, all, but not less than all, of the Units. In the event the Underwriters exercise their right pursuant to the Over-Allotment Option to purchase Additional Securities in whole or in part at any time and from time to time up to 30 days after the Closing Date, the Corporation hereby agrees to sell to the Underwriters and the Underwriters agree severally, in the respective percentages set forth in Section 17 of this Agreement, and not jointly, to purchase that number of Additional Securities on the Option Closing Date (hereinafter defined).
