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. 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.
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.
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 xxx xxtxxx xx 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, xxxxrxxx xx 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. 3.1 The Shares will be offered for sale by the Agents, as agents on behalf of the Corporation, to Purchasers resident in the Qualifying Jurisdictions.
Offering Terms. Issuer Sound Revolution Inc., a Delaware corporation (the “Company”, “we”, “our”) Offering We intend to raise a maximum of US$1,500,000 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 on developing On4 Communications, Inc.’s (“On4”) business plan, products and corporate brand. We will hold the proceeds in trust until our merger with On4 is completed. If our merger agreement with On4 does not complete and is terminated, we will return your investment. Closing The closing of the transactions contemplated by this Agreement (the “Closing”) will take place once we have closed the merger with On4. All funds provided to us in connection with this offering will be held in trust until the closing of the merger with On4. Upon closing, we will cause to be delivered to purchasers, who’s Subscription Agreements and funds we have accepted, the Share and Warrant certificates representing the investment that has been made. Resale The securities offered hereby are subject to stringent limitations on their resale or transfer by an investor. Persons who purchase Units pursuant to this offering will not have the benefit of a review of the material by any securities commission or other regulatory authority. Sales of the Units will only be made in accordance with exemp...
Offering Terms. 1. The Agent will offer the Units and the Additional Securities for sale at the Offering Price in the Qualifying Jurisdictions on a commercially reasonable efforts basis in accordance with the Applicable Securities Laws and the policies of the Exchange.
Offering Terms. Section 7.1.1 Offeror................................................... Section 7.1.1 PCC....................................................... Section 7.4.1
Offering Terms. 2.1 The Units will be offered for sale by the Agent to Purchasers resident in the Qualifying Jurisdictions on a private placement basis and only at the Issue Price as contemplated herein.
Offering Terms. The Company has not offered any of the approximately 1.7 million shares of common stock of the Company which it has or is in the process of placing privately with investors to any single investor or investor group at a price or upon terms that are more favorable than provided to the Purchaser hereunder.
