Offer and Sale of Securities. The Company has taken all required action under the 1933 Act, the 1934 Act, the 1940 Act and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.
Offer and Sale of Securities. The Company has taken all required action under the Securities Act, the Exchange Act and the Investment Company Act to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.
Offer and Sale of Securities. Assuming the truth of the representations and warranties of the Purchaser set forth in Article 2 as of the date hereof and as of the date of exercise of the Warrants and acquisition of the Warrant Shares, then the offer, sale and issuance of the Warrants complied with or are exempt from, and the issuance of the Warrant Shares pursuant to the terms hereof and thereof will comply with or will be exempt from, the requirements of federal and applicable state securities or "Blue Sky" laws.
Offer and Sale of Securities. 3 3.6. CAPITALIZATION; WARRANT SHARES AS A PERCENT OF CAPITAL STOCK........3 3.7. RESERVATION AND ISSUANCE OF WARRANT SHARES..........................4 3.8. DISCLOSURES.........................................................4 3.9. ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE WARRANTS.......4
Offer and Sale of Securities. 4 3.6. CAPITALIZATION; WARRANT SHARES AS A PERCENT OF CAPITAL STOCK..........................4 3.7. RESERVATION AND ISSUANCE OF WARRANT SHARES............................................4 3.8. DISCLOSURES...........................................................................4 3.9. ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE WARRANTS.........................5 ARTICLE 4: THE WARRANTS AND WARRANT SHARES.......................................................5 4.1. WARRANT CERTIFICATES..................................................................5 4.2. EXERCISE OF WARRANTS..................................................................6 4.3. TRANSFERS OF WARRANTS AND WARRANT SHARES..............................................6 4.4.
Offer and Sale of Securities. The offer, sale and issuance of the Option complied with or are exempt from, and the issuance of the Warrants and Warrant Shares pursuant to the terms hereof and thereof will comply with or will be exempt from, the requirements of federal and applicable state securities or "Blue Sky" laws.
Offer and Sale of Securities. First American has not sold or offered to sell any securities, as such term is defined in the Securities Act of 1933, as amended ("1933 Act"), or the Securities Exchange Act of 1934, as amended ("1934 Act"), except such securities as shall have been "exempted securities" as such are set forth in Section 3 of the 1933 Act, or except pursuant to "exempted transactions" as such are set forth in Section 4 of the 1933 Act. Each Prospectus, notice, circular, advertisement, letter or other communication, written or by radio or television, pursuant to which First American has offered for sale any security, as such term is defined in the 1933 Act or the 1934 Act, did not at the time such security was issued and sold and does not as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
Offer and Sale of Securities. On or prior to each Additional Issuance, the Company has taken all required action under the 1940 Act and the rules and regulations of the Securities and Exchange Commission (the “SEC”) under the 1940 Act (the “1940 Act Regulations”) to make the Third-Party Offering and consummate the sale of the Additional Shares in the one Additional Issuance as contemplated by this Agreement.
Offer and Sale of Securities. The Company will not, for a period of two (2) years following the Closing, offer, sell or distribute any of its securities, other than pursuant to the Company’s existing incentive compensation plan, at the then-fair market value without the prior written consent of Jesup. The sale of such securities shall be executed by Jesup. “Fair Market Value” shall mean the greater of (a) the average of the volume weighted average price of the Company’s Common Stock for each of the 20 trading days prior to the date of the original sale; and (b) the last sale price of the Common Stock, during normal operating hours, as reported on the AMEX or any other exchange or electronic quotation system on which the Common Stock is listed.
Offer and Sale of Securities. (a) All shares of capital stock of Survivor, (b) all interests in any properties, and (c) all interests in any trust or partnership with which Survivor has been affiliated, have been offered and sold in compliance with all applicable federal and state laws, rules and regulations.
