Offering Terms Sample Clauses

Offering Terms. ODB will provides the Services in conformance with the terms of the Offering, including providing the Services in conjunction with (i) an Escrow Agent or (ii) another third party mutually agreed to by the Parties associated with such Offering.

Offering Terms. 3.1 The Offered Securities will be offered for sale by the Agent to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Offered Securities to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Offered Securities to the Purchasers and offers of the Offered Securities to US Purchasers. 3.3 The Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor Certificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, each in the form attached as a Schedule to the Subscription Agreement. 3.4 If, in the opinion of the Agent, it is necessary, the Agent will form, manage and participate in a group of sub-agents to offer and sell the Offered Securities as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Offered Securities in such jurisdictions in which it offers and sells the Offered Securities. In the event that a selling group is formed, the Agent will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Offered Securities on the terms set forth in this Agreement. 3.5 Each FT Unit will consist of one FT Share and one-half of one FT Warrant. Each whole FT Warrant will entitle the holder to purchase one FT Warrant Share for a period of two years from the Closing Date at a price of $1.75 per FT Warrant Share. The FT Shares will have the attributes described in the form of Subscript...

Offering Terms. 3.1 The Units will be offered for sale by the Agent to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Units to Purchasers is to be effected by the Agent in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agent will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser (and for offers in the United States, with respect to the jurisdiction of each US Offeree and US Purchaser) as soon as practicable and with a view to affording sufficient time to allow the Corporation to secure compliance with all Applicable Securities Laws in connection with the sale of the Units to the Purchasers and offers of the Units to US Purchasers. 3.3 The Agent will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor Certificate or US Subscription Agreement and Accredited Investor Certificate, as applicable, each in the form attached as a Schedule to the Subscription Agreement. 3.4 If, in the opinion of the Agent, it is necessary, the Agent will form, manage and participate in a group of sub-agents to offer and sell the Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Units in such jurisdictions in which it offers and sells the Units. In the event that a selling group is formed, the Agent will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Units on the terms set forth in this Agreement. 3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one common share of the Corporation (a “Warrant Share”) for a period of two years from the date of issue of the Warrant at a price of $0.75 per Warrant Share. 3.6 The Corporation covenants to satisfy as expeditiously as possible each of the conditions of the Exchange (the “Exchange Conditions”) requ...

Offering Terms. 6.1 The Agent will offer the Shares for sale at the Offering Price in the Qualifying Jurisdictions on a best efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange. 6.2 Residents of the Qualifying Jurisdictions may subscribe for Offered Shares by delivering to the Agent on or prior to the applicable Closing Date: (a) payment of the aggregate subscription price in a manner acceptable to the Agent; and (b) such documents, certificates and forms as, in the opinion of the Agent, may be required. 6.3 All funds received by the Agent for subscriptions will be held in trust by the Agent until it has received at Closing: (a) a certificate signed by the Chief Executive Officer of the Company or such other officer or director of the Company as the Agent may accept, to the effect that the subscriptions for the Offered Shares have been accepted by the Company; and (b) a written request from the Company requesting delivery of the Proceeds to the Company or as directed by the Company. 6.4 Upon receiving the documentation referred to in Section 6.3 hereof, the Agent shall deliver to the Company or as directed in Section 6.3(b) hereof, the Proceeds. 6.5 Notwithstanding any other term of this Agreement, all subscription funds received by the Agent or the Company’s registrar and transfer agent will be returned to the subscribers without interest or deduction if the Offering does not close for any reason.

Offering Terms. 3.1 The Units will be offered for sale by the Agents, as agents on behalf of the Corporation, to Purchasers resident in the Qualifying Jurisdictions. 3.2 The sale of the Units to Purchasers is to be effected by the Agents in a manner exempt from any prospectus or offering memorandum filing or delivery requirements of the Applicable Securities Laws and without the necessity of obtaining any order or ruling of the Regulatory Authorities and, for offers and sales in the United States, in accordance with the requirements of the exemption from registration from US federal and state securities laws available under Rule 506 of Regulation D. The Agents will notify the Corporation with respect to the identity and jurisdiction of residence of each Purchaser as soon as practicable and with a view to affording sufficient time to allow the Corporation to confirm compliance with all Applicable Securities Laws in connection with the sale of the Units to the Purchasers. 3.3 The Agents will obtain from each Purchaser a properly completed and duly executed Subscription Agreement and a properly completed and duly executed form of Accredited Investor or U.S. Accredited Investor questionnaire, as applicable, each in the form attached as a Schedule to the Subscription Agreement, together with any additional documentation as may be requested by the Exchange. 3.4 If, in the opinion of the Agents, it is necessary, the Agents will form, manage and participate in a group of sub-agents to offer and sell the Units as provided for hereunder. Each sub-agent shall be appropriately registered under the Applicable Securities Laws so as to permit it to lawfully offer and sell the Units in such jurisdictions in which it offers and sells the Units. In the event that a selling group is formed, the Agents will: (a) manage the selling group as and to the extent customary in the securities industry in Canada; and (b) require each member of the selling group to offer and sell the Units on the terms set forth in this Agreement. 3.5 Each Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one Warrant Share of the Corporation for a period of two years from the Closing Date at a price of $2.75 per Warrant Share, after which time the Warrants will expire. 3.6 The Corporation covenants to use its commercial best efforts to satisfy as expeditiously as possible, each of the conditions of the Exchange (the "Exchange Conditions") required to be ...

Offering Terms. The Designated Shares may be offered by the Underwriter from time to time for sale in one or more transactions in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of the sale, at prices related to prevailing market prices or at negotiated prices, subject to prior sale, when, as and if delivered to and accepted by the Underwriter. PURCHASE PRICE BY UNDERWRITER: $37.54 per Share FORM OF DESIGNATED SHARES: Definitive form, to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery at the office of The Depository Trust Company or its designated custodian. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same-day) funds BLACKOUT PROVISIONS: The Company's directors and officers will agree that (and delivery of written agreements to such effect shall be a condition to the obligations of the Underwriter) for a period of 60 days from the date of the Prospectus Supplement, such holders will not, without the prior written consent of Morgan Stanley & Co. Incorporated offer, sell, contract to sell, sell ▇▇▇ ▇▇t▇▇▇ ▇▇ contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock, and the Company will not, for a period of 60 days from the date of the Prospectus Supplement, without the prior written consent of Morgan Stanley & Co. Incorporated, directly or indirectly, offer, sell, ▇▇▇▇r▇▇▇ ▇▇ sell, grant any option, right or warrant for the sale of, pledge or otherwise dispose of or transfer any shares of Common Stock or any securities that are convertible into or exercisable or exchangeable for Common Stock, in each case except for (i) the sale of the Designated Shares to the Underwriter, (ii) the sale by certain directors and executive officers of the Company of an aggregate of up to 100,000 shares of Common Stock, (iii) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the sale of the Designated Shares to the Underwriter, (iv) grants of options or shares of Common Stock pursuant to existing stock plans, (v) issuances pursuant to the exercise of warrants, stock options and convertible securities outstanding on the date hereof and (vi) agreements to issue, or issuances of, securities of the Company in connection with bon...

Offering Terms. Issuer Sound Revolution Inc., a Delaware corporation (the “Company”, “we”, “our”) Offering We intend to raise a minimum of US$400,000 and a maximum of US$750,000 through the sale of units at US$0.15 per Unit, each Unit consisting of one share of our common stock (the “Shares”) and one half common stock purchase warrant (the “Warrants”). We intend to sell Units only to investors who are “accredited investors” as defined by Rule 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933 (for U.S. investors) and Section 2.4 of National Instrument 45-106 (for Canadian investors), or to Canadian investors who purchase at least CDN$150,000. We reserve the right to reject any subscription, in whole or in part, or to allot to any prospective investor less than the number of Units subscribed for by such prospective investor. This offering is subject to withdrawal, cancellation or modification without notice. The minimum subscription amount per investor is $5,000. Warrants Each Warrant when exercised entitles the holder to purchase one share of the Company’s common stock at US$1.00 per share for 12 months after issuance. The Company will have the right to accelerate the exercise of the options via a press release notice should the share price of our common stock exceed US$1.15 for seven consecutive trading days. Use of Proceeds We intend to use the proceeds of the subscription funds to meet the conditions we must complete prior to our merger with On4 Communications, Inc. We have promised that prior to the merger, we will forward a bridge loan to On4 in the amount of at least $250,000, and we have agreed to repay shareholder debts in the amount of $150,000 prior to the merger. We have agreed that upon the merger being effective, all of our existing operations and debt will be vended out through our existing operating wholly owned subsidiary, Charity Tunes Inc. This offering is subject to an offering minimum of US$400,000, and therefore if we do not raise a minimum of US$400,000 within 60 days, we will refund your subscription amount to you. We will not hold the proceeds of this offering in escrow pending the completion of the merger. Closing The closing of the transactions contemplated by this Agreement (the “Closing”) will take place once the Company has received subscriptions for a total amount of a minimum of US$400,000. Upon closing, we will cause to be delivered to purchasers, whose Subscription Agreements and fund...

Offering Terms. Capitalization The Company is a company limited by shares with its registered seat in Zug, Switzerland (registered under registration number CHE-410.898.50 with the Commercial Register of the Canton of Zug). with a share capital of CHF 100,000 divided into 10,000,000 fully paid-up registered (nominal) shares.

Offering Terms. ▪ Offering Price: $2,330,000 ▪ Capitalization Rate: 8.5% ▪ Operation Expenses: 3-N