Offer and Sale of Interests Sample Clauses

Offer and Sale of Interests. The offer and sale of Interests is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Interests by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act (“Regulation D”). As used in this Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the 0000 Xxx. The Agent shall not have any rights or obligations in connection with the offer and sale of Interests contemplated by this Agreement, except as expressly provided in this Agreement. In no event shall the Agent be obligated to purchase Interests for its own account or for the accounts of its customers.
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Offer and Sale of Interests. (a) Pursuant to the Memorandum, the Fund is offering Interests. Interests will be offered initially through such date as the Fund determines. After the initial closing of the offering of the Interests to a party other than Goldman Sachs Hedge Fund Strategies LLC or The Goldman Sachs Xxxxx, Xxx. (the "Initial Closing Date"), Interxxxx xxll be offered for sale at such other times as the Fund, in its sole discretion, may allow. Interests will be offered, subject to the minimum commitment per subscriber ("Subscriber"), as set forth in the Memorandum. The capital contribution of any Subscriber whose subscription is accepted by the Fund shall be made as provided in the Fund's form of the subscription agreement (the "Subscription Agreement").
Sample 1
Offer and Sale of Interests. The offer and sale of Interests is to be effected pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 4(2) thereof and the regulations thereunder. Offers and sales of the Interests by the Fund will be made in accordance with the general provisions of Regulation D under the 1933 Act (“Regulation D”). As used in the Sub-Placement Agency Agreement, the terms “offer” and “sale” have the meanings specified in Section 2(3) of the 1933 Act. The Sub-Placement Agent shall not have any rights or obligations in connection with the offer and sale of Interests contemplated by the Sub-Placement Agency Agreement, except as expressly provided in the Sub-Placement Agency Agreement. In no event shall the Sub-Placement Agent be obligated to purchase Interests for its own account or for the accounts of its customers.
Sample 1
Offer and Sale of Interests 
Sample 1

Related to Offer and Sale of Interests

  • Purchase and Sale of Interests Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Sale of Interest No Borrower may sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including, without limitation, such Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

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