Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit subscriptions for the Units at the subscription price to be paid in cash and, subject to the Company’s prior written approval, at the Dealer Manager’s discretion, to retain one or more Soliciting Dealers (as defined in Section 3(a)) to assist in soliciting such subscriptions. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Units in such quantities and to such individuals, corporations, partnerships, trusts, limited liability companies or other entities (collectively, a “Person”) in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years from the initial Effective Date and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 100,263,158 Units; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Units or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Units or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by Soliciting Dealers approved by the Company may be determined, from time to time, by the Dealer Manager in its sole discretion. In the absence of such determination, the Company shall, subject to the...
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts during the Offering Period (as defined below) or until this Agreement is earlier terminated pursuant to Section 10 to sell or cause to be sold the Units in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. As used herein, “Person” or “person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or agency, or other entity of any kind.
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Partnership hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the first to occur of the following:
Offering and Sale of the Units. (a) Each person desiring to purchase Units will be required to complete, execute, and deliver to Rxxxxx and the Company an executed copy of the Subscription Agreement between such Purchaser and the Company.
Offering and Sale of the Units. (a) The Company has authorized the sale and issuance (the “Unit Purchase”) to the Investor of 2,380,952 units (the “Units”), at a price of $0.21 per Unit (the “Unit Price”), with each Unit consisting of (i) one share (the “Share,” and collectively, the Shares”) of its common stock, par value $.001 per share (“Common Stock”), and (ii) one warrant (the “Warrant,” and collectively, the “Warrants”) to purchase one-half of a share of Common Stock in substantially the form attached hereto as Exhibit A. Each Warrant will represent the right to purchase one-half of a share of Common Stock at an exercise price of $0.273 per share of Common Stock (subject to adjustment as set forth in the Warrant). Units will not be issued or certificated. The Shares and Warrants are immediately separable and will be issued separately. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares” and, together with the Units, the Shares and the Warrants, are referred to herein as the “Securities”).
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on January 13, 2006; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until February 28, 2006.
Offering and Sale of the Units. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Operating Partnership hereby appoints the Dealer Manager as its exclusive dealer manager to offer, and to cause Offering Participants to offer the Units to the Investors on the terms and conditions set forth in the Offering Memorandum and in the Subscription Documents. The Dealer Manager xxxxxx agrees to act as dealer manager during the period commencing with the effective date of this Agreement and ending on the date this Agreement is terminated. Nothing contained in this Section 3 shall be construed to impose upon the Operating Partnership the responsibility of assuring that Investors meet the suitability standards contained in the Offering Memorandum or to relieve the Dealer Manager or any Offering Participant of the responsibility of complying with any rules promulgated by FINRA or, if applicable, the laws of any foreign jurisdiction.
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, the Placement Agent is hereby appointed the Placement Agent of Omnia Luo and Wentworth on an exclusive basis during the Offering Period for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Wentworth (conditioned upon closing of the Exchange Agreement) at $25,000 per Unit (“Offering Price”) to an unlimited number of “accredited investors” (as such term is defined in Rule 501 of Regulation D) (“Accredited Investors”) pursuant to and in accordance with the Securities Act. The minimum subscription amount per subscriber will be $25,000 unless Omnia Luo agrees to accept a lesser amount. Subject to the performance by Omnia Luo and Wentworth of all their respective obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to find subscribers for the Units at the Offering Price.
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, the Placement Agent is hereby appointed the Placement Agent of Ever Leader and Applied Spectrum on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Applied Spectrum (conditioned upon closing of the Exchange Agreement) at $25,000 per Unit ("Offering Price") through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Securities Act. The minimum subscription amount will be $25,000 unless Ever Leader agrees to accept a lesser amount. Subject to the performance by Ever Leader and Applied Spectrum of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to find subscribers for the Units at the Offering Price. The Placement Agent's agency hereunder, which is terminable as provided in Section 11 hereof, shall terminate at 11:59 p.m., New York time, on the earlier to occur of (i) November 30, 2006, if the fifteen calendar day extension of the termination date has not been granted by the mutual agreement of Ever Leader and the Placement Agent on or prior to such date or (ii) December 15, 2006 (the "Termination Date").
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed the exclusive placement agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding Purchasers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D)("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find Purchasers for the Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11 hereof, shall terminate at 11:59 p.m., Houston, Texas time, on December 31, 2004; provided that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until January 30, 2005.
