Offered Shares. The Offered Shares and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized and outstanding shares of capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all outstanding shares of capital stock of the Company are, and, when the Offered Shares have been delivered and paid for in accordance with this Agreement on the First Closing Date and each Option Closing Date, such Offered Shares will have been, validly issued, fully paid and nonassessable, will conform in all material respects to the information in the Registration Statement and the Time of Sale Prospectus and to the description of such Offered Shares contained in the Prospectus; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive rights, rights of first refusal or similar rights of any security holder. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no (i) equity or debt securities convertible into or exchangeable or exercisable for, (ii) restrictions upon the voting or transfer of (other than pursuant to Securities Laws (as defined herein)) or (iii) options, warrants, preemptive rights, rights of first refusal or other rights in existence to purchase or acquire from the Company or any subsidiary of the Company, any shares of capital stock of the Company or any subsidiary of the Company. “Securities Laws” means, collectively, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx”), the Act, the Exchange Act, the rules and regulations of the Commission (the “Rules and Regulations”), the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Xxxxxxxx-Xxxxx) promulgated or approved by the Public Company Accounting Oversight Board (the “PCAOB”) and, as applicable, the rules of the NASDAQ Stock Market (the “Exchange Rules”).
Offered Shares. The term “Offered Shares” as used in the provisions of the Dealer Manager Agreement incorporated by reference herein shall mean the Follow-On Shares, which will be issued and sold to the public on a best efforts basis, as set forth in the Follow-On Registration Statement.
Offered Shares. The term “Offered Shares” shall have the meaning set forth in Section 4.1 of this Agreement.
Offered Shares. (d) If the Section 2.2 RoFR Purchasers notify the Section 2.2 Selling Shareholder of their desire to purchase in the aggregate the number of remaining Section 2.2 Offered Shares or more, then each Section 2.2 RoFR Purchaser shall be entitled to purchase its pro rata portion of such Section 2.2
Offered Shares. The Principal Stockholder's option may be exercised by giving a written counter-notice (a "Notice of Exercise") to the other Stockholder within the Principal Stockholders' Option Period, setting forth the number of the Offered Shares with respect to which the Principal Stockholders' option is exercised. If, upon the expiration of the Principal Stockholders' Option Period, the Principal Stockholders have failed to exercise their option to purchase all of the Offered Shares, then for a period of 15 business days following the expiration of the Principal Stockholders' Option Period (the "Corporation's Option Period"), the Corporation shall have an option on the terms and conditions set forth in this Section 1(b), to purchase all of the remaining Offered Shares. The Corporation's option may be exercised by giving a Notice of Exercise to the Other Stockholder within the Corporation's Option Period, setting forth the number of the Offered Shares with respect to which the Corporation's option is exercised.
Offered Shares. Upon the giving of the Notice, the Offeree Shareholder shall have the rights with respect to the Offered Shares set forth below.
Offered Shares. Offered Shares" shall have the meaning set forth in Section 3.1.
Offered Shares. If the Section 2.2 RoFR Purchasers notify the Section 2.2 Selling Shareholder of their desire to purchase in the aggregate less than the number of Section 2.2 Offered Shares being offered, then the Section 2.2 RoFR Purchasers shall have an additional ten (10) days following the expiration of the Section 2.2 Purchase Period to notify the Section 2.2 Selling Shareholder of their desire to purchase their pro rata portion (among those Section 2.2 RoFR Purchasers expressing such desire) or more of the remaining Section 2.2
Offered Shares. (h) The right of first refusal under this Section 2.4 shall not apply to any transfer of Equity Securities by a Section 2.4
Offered Shares. Offered Shares" has the meaning ascribed thereto in Section 8.3
