Offering and Offering Period Sample Clauses

Offering and Offering Period. The Units are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The Company intends to offer up to 750,000 Units (or an aggregate of $3 million of Units). The Company’s officers, directors and affiliates shall be entitled to purchase Units in the Offering on the same terms as other Investors.
Sample 1Sample 2
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Offering and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The Company is offering the Shares until the earlier of (i) the date by which the maximum amount of Shares being offered have been sold or (ii) 30 days after the consummation by the Company of the transactions contemplated by that certain Merger Agreement and Plan of Reorganization, dated as of December 30, 2011 (“Merger Agreement”), by and among the Company, Ascend Merger Sub, LLC, Andover Games, LLC and the members of Andover Games, LLC, unless such latter date is extended, without notice to the Investor, by the Company in its sole discretion (such earlier date being referred to herein as the “Termination Date”).
Sample 1
Offering and Offering Period. The Company is offering (the “Offering”) the Units on an “any and all, $300,000 maximum” basis. Accordingly, there is no minimum amount that needs to be subscribed for in order for the Company to hold a Closing (defined below). Investor could be the only subscriber for Units in the Offering. Additionally, the Company may increase the maximum amount to be raised at any time without notice to the Investor. To the extent the Company raises the maximum amount pursuant to the preceding sentence, all references in this Subscription/Registration Rights Agreement to the “$300,000 maximum” amount shall be deemed to refer to such raised amount.
Sample 1
Offering and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The Company intends to offer up to 750,000 Shares ($3 million), including through the conversion of outstanding loans and advances. The Company’s officers, directors and affiliates shall be entitled to purchase Shares in the Offering on the same terms as other Investors.
Sample 1
Offering and Offering Period. The Units are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The Company’s officers, directors and affiliates shall be entitled to purchase Units in the Offering on the same terms as other Investors.
Sample 1
Offering and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The Company is simultaneously conducting a private placement (the “Private Placement”) of Shares to institutional and other accredited investors, pursuant to a securities purchase agreement, of even date herewith, by and among the Company and each purchaser identified on the signature pages thereto. The Offering will terminate on the same date as the Private Placement.
Sample 1
Offering and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. The offering is being made on a “best efforts, no minimum, $1.0 million maximum” basis, provided that the Company may increase the maximum amount at any time prior to the Termination Date in its sole discretion without notice to the Investor. The Company is offering the Shares until the earlier of (i) the date by which the maximum amount of Shares being offered have been sold or (ii) December 31, 2014, unless such latter date is extended, without notice to the Investor, by the Company in its sole discretion to a date not later than January 31, 2015 (such earlier date being referred to herein as the “Termination Date”).
Sample 1
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Offering and Offering Period. The Shares are being offered in a private placement in accordance with the terms set forth in this Subscription Agreement. There is no minimum amount that needs to be subscribed for in order for the Company to hold a Closing (defined below). Investor could be the only subscriber for Shares in the Offering.
Sample 1

Related to Offering and Offering Period

  • Registrations and Offerings Shelf Registration.

  • Purchase and Offering of Offered Securities The obligation of the Underwriters to purchase the Offered Securities will be evidenced by an agreement or exchange of other written communications (the “Terms Agreement”) at the time the Republic determines to sell the Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Offered Securities not already specified in the Fiscal Agency Agreement, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days after the time specified in the Terms Agreement by the Underwriter first named in the Terms Agreement (the “Lead Underwriter”) and the Republic agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Republic authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Exhibit I hereto (“Delayed Delivery Contracts”) with such changes therein as the Republic may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Republic will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Offered Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Republic executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advise the Republic. The Republic will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount of Contract Securities. The Offered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Lead Underwriter requests. If the Terms Agreement specifies “Book-Entry Only” settlement or otherwise states that the provisions of this paragraph shall apply, the Republic will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global Securities in definitive form (the “Global Securities”) deposited with the Fiscal Agent as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters (if the Terms Agreement specifies that the Offered Securities will not trade in DTC’s Same Day Funds Settlement System) by certified or official bank check or checks in New York Clearing House (next-day) funds or (if the Terms Agreement specifies that the Offered Securities will trade in DTC’s Same Day Funds Settlement System) in Federal (same-day) funds by official check or checks or wire transfer to an account in New York previously designated to the Lead Underwriter by the Republic at a bank acceptable to the Lead Underwriter, in each case drawn to the order of the Republic of Panama at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the Fiscal Agent, as custodian for DTC, of the Global Securities representing all the Offered Securities.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Minimum Offering The initial Closing shall be at least for the number of shares of Common Stock in the Minimum Offering at the Purchase Price.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Public Offering of the Offered Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

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