Offering Provisions Sample Clauses
The Offering Provisions clause defines the terms and conditions under which securities or interests are made available for purchase to investors. It typically outlines the process for making an offer, eligibility requirements for potential buyers, and any limitations on the amount or timing of the offering. For example, it may specify who can participate in the offering, the subscription procedures, and any restrictions on resale. The core function of this clause is to ensure that the offering is conducted in a controlled and compliant manner, protecting both the issuer and investors by clarifying the rules governing the transaction.
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Offering Provisions. Upon receipt of the telegram or letter referred to in Section 2 hereof, promptly on the date set forth in such telegram for release of the Securities for sale to the public, you will reoffer the Securities purchased by you hereunder, subject to receipt and acceptance of the Securities by the Underwriters, and upon the other terms, conditions and representations set forth herein and in the prospectus relating to such Securities. Securities purchased hereunder are to be offered to the public at the initial public offering price set forth in the prospectus, except that if a reallowance is in effect, a reallowance from the public offering price not in excess of such reallowance may be allowed by you but only to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Rule 2740(c) of the Rules of Conduct of the National Association of Securities Dealers, Inc. (“NASD”) and who are members in good standing of the NASD or are foreign dealers, not eligible for membership in the NASD, who, in each case, represent to you that they will promptly reoffer such Securities to the public at the initial public offering price set forth in the prospectus and will abide by the conditions with respect to foreign brokers and dealers set forth in the first paragraph of Section 6 hereof. If prior to the completion of a distribution of the Securities in an offering, directly or indirectly in connection with their activities under this agreement, Nuveen or an Underwriter of the offering purchases on the open market any Securities purchased by you under this Agreement as part of the offering, you agree to pay Nuveen or the lead Representative of the Underwriters of the offering on demand an amount equal to the concession with respect to the Securities, plus, as applicable, transfer taxes, broker’s commission, or dealer’s markups, if any, paid in connection with such transactions. Alternatively, Nuveen or the Representatives of the Underwriters of the offering may withhold payment for a period of time of, or determine not to pay, all or any part of the concession with respect to the Securities so received. You will advise Nuveen or any other Representative from time to time at our request, of the number of Securities purchased by you hereunder remaining unsold and you agree to sell to us, at our request, for the account of one or more of the Underwriters, such number of such unsold Securities as we may designate...
Offering Provisions. Shares purchased by you shall be promptly reoffered to the public at $15.00 per Share except that an amount not exceeding $___ per Share may be allowed to dealers who are actually engaged in the investment banking or securities business, who execute the written agreement prescribed by Rule 2740(c) of the Rules of Conduct of the National Association of Securities Dealers, Inc. ("NASD") and who are members in good standing of the NASD or are foreign dealers, not eligible for membership in the NASD, who represent to you that they will promptly reoffer the Shares to the public at $15.00 per Share and will abide by the conditions with respect to foreign brokers and dealers set forth in the first paragraph of Section 5 hereof. If we purchase on the open market, for the account of any of the Underwriters, Shares sold to you, we may charge to your account the full Concession for each Share so purchased, together with any broker's commission, if any, and transfer tax paid in connection with such purchase, and you agree to pay such amounts to us on demand. Alternatively, we may withhold payment of all or any part of the Concession for a period of time and may deter mine not to pay the Concession with respect to the Shares so purchased by us on the open market. You will advise us from time to time, at our request, of the number of Shares purchased by you hereunder remaining unsold and you agree to sell to us, at our request, for the account of one or more of the Underwriters, such number of such unsold Shares as we may designate, at $15.00 per Share less an amount to be determined by us, not in excess of the full Concession.