Offering of the Securities. (a) The Representatives will advise each Selected Dealer, in the Invitation or other written communication, of the release by the Representatives of the Securities for public offering and of the public offering price. Upon receipt of such advice, any of the Securities thereafter purchased by us pursuant to this Agreement are to be reoffered by us to the public at the public offering price, subject to the terms of this Agreement, the Invitation and the Offering Document. After the public offering of the Securities has commenced, the Representatives may change the public offering price, the selling concession and the reallowance to dealers. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the public offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the public offering price not in excess of the amount set forth in the Invitation may be allowed to Qualified Dealers who agree that such amount is to be retained and not re-allowed in whole or in part. “Qualified Dealers” shall be brokers or dealers (as defined in the By-Laws of the Financial Industry Regulatory Authority (“FINRA”)) actually engaged in the investment banking or securities business which make the representations and agreements contained in Section 12 hereof. “Qualified Dealers” also shall include foreign banks, dealers or institutions which make the representations and agreements contained in Section 12 hereof.
Offering of the Securities. (a) The offering of the Securities is made subject to the conditions referred to in the Offering Document and to the terms and conditions set forth in this Agreement. After the public offering of the Securities has commenced, the Manager may change the public offering price, public offering size, the selling concession and the reallowance. Any of the Securities purchased by us pursuant to this Agreement are to be reoffered by us, subject to their receipt and acceptance by the Manager, to investors at the initial public offering price, subject to the terms of this Agreement and the Offering Document. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the initial public offering price before the termination of the effectiveness of this Agreement with respect to the offering of the Securities, except that a reallowance from the initial public offering price of not in excess of the amount set forth in the invitation wire, telex, facsimile or electronic data transmission or other written communication (the “Invitation”) from the Manager inviting us to participate as a Selected Dealer in an offering of Securities pursuant to this Agreement may be allowed to any Selected Dealer that (i) agrees that such amount is to be retained and not reallowed in whole or in part, (ii) makes the representations contained in Section 13, and (iii) unless the Securities are “exempted securities” as defined in Section 3(a)(12) of the 1934 Act or are such other securities as may be sold from time to time by a “bank” as defined in Section 3(a)(6) of the 1934 Act (a “Bank”), is not a Bank.
Offering of the Securities. The Representatives hereby advise the Company that the Underwriters intend to make a public offering, in the manner described in the Time of Sale Information and the Prospectus, of their respective portions of the Securities as soon after the execution and delivery of this Agreement as the Representatives, in their sole judgment, have determined is advisable and practicable.
Offering of the Securities. (a) The offering of the Securities is made subject to the conditions referred to in the Offering Document and to the terms and conditions set forth in this Agreement. After the public offering of the Securities has commenced, you may charge the public offering price, the selling concession and the reallowance to dealers. Any of the Securities purchased by us pursuant to this Agreement are to be reoffered by us, subject to their receipt and acceptance by the Representatives, to the public at the initial public offering price, subject to the terms of this Agreement and the Offering Document. Except as otherwise provided herein, the Securities shall not be offered or sold by us below the initial public offering price before the termination of the effectiveness of this Agreement with respect to the offering of such Securities, except that a reallowance from the initial public offering price of not in excess of the amount set forth in the Invitation may be allowed to any Selected Dealer that (i) agrees that such amount is to be retained and not reallowed in whole or in part and (ii) makes the representations contained in Section 14.
Offering of the Securities. In connection with the offering of this Note, neither the Company nor any Person acting on its behalf has offered the Note, or any similar securities of the Company for sale to, solicited any offers to buy the Note, or any similar securities of the Company from or otherwise approached or negotiated with respect to the Company with any Person other than the Purchasers and other "accredited investors" (as defined in Rule 501(a) under the Securities Act). Neither the Company nor any Person acting on its behalf has taken or, except as contemplated hereby will take any action (including, without limitation, any offering of any securities of the Company under circumstances which would require the integration of such offering with the offering of the Note under the Securities Act) which could reasonably be expected to subject the offering, issuance or sale of the Note and the Warrants to the registration requirements of Section 5 of the Securities Act or violate the provisions of any securities, "blue sky", or similar law of any applicable jurisdiction.
Offering of the Securities. Neither the Company nor any Person acting on its behalf has taken or will take any other action (including, without limitation, any offer, issuance, or sale of any security of the Company under circumstances which might require the integration of such security with the Securities under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder), in either case so as to subject the offering, issuance, or sale of the Securities to the registration provisions of the Securities Act.
Offering of the Securities. Neither the Company nor anyone authorized to act on its behalf has or will directly or indirectly sell or offer the Securities or any part thereof or any similar securities to, or solicit any offer to buy any thereof from, any Person so as to bring the issue and sale of any thereof within the provisions of Section 5 of the Securities Act.
Offering of the Securities. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Securities for sale to, or solicited any offers to buy the Securities other than the existing preferred stock of the Company and the Series H Stock from, or otherwise approached or negotiated with respect thereto with, any Person other than institutional investors, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Securities to the provisions of Section 5 of the Securities Act or to any similar provisions of any securities or Blue Sky law of any applicable jurisdiction.
Offering of the Securities. Neither the Company nor any person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Series D Preferred Shares or any similar securities of the Company has offered any such securities for sale to, or solicited any offers to buy any such securities from, or otherwise approached or negotiated with respect thereto with, any person or persons, under circumstances that involved the use of any form of general advertising or solicitation as such terms are defined in Regulation D of the Securities Act; and, assuming the accuracy of the representations and warranties of the Pur- chasers set forth in Article III hereof, neither the Company nor any person acting on the Company's behalf has taken or will take any action (including, without limitation, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Series D Preferred Shares under the Securities Act or the rules and regulations of the SEC thereunder) which would subject the offering, issuance or sale of the Series D Preferred Shares to the Purchasers to the registration provisions of the Securities Act.
Offering of the Securities. The offering and sale of E-Pub Stock to Pearson provided for herein are made in accordance with, and in full compliance with, all applicable securities laws, including all U.S. Federal and state securities or blue sky laws. Neither E-Pub nor anyone acting on its behalf has taken or will take any action which would subject the issuance and sale of the E-Pub Stock or any other securities of E-Pub to the provisions of Section 5 of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to the registration or qualification requirements of any securities or blue sky laws of any applicable jurisdiction.
