Placement Agent Appointment Sample Clauses

Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent until March 31, 2006, which period may be extended to April 30, 2006, by mutual consent of the Company and the Placement Agent (the “Escrow Date”), to solicit purchasers for 1,000,000 Units on a “best efforts, all-or-none” basis and thereafter to solicit purchasers for an additional 2,334,000 Units on a “best efforts” basis until the offering is terminated as provided herein; and the Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Units at the price of $1.50 per Unit, provided that the Company reserves the right to reject in good faith any prospective investor (“Investor”) and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has been authorized to solicit purchasers for the Units, except those persons selected by the Placement Agent. Each Investor must subscribe for at least 16,000 Units ($24,000), and must certify to the Company that such investor is an “Accredited Investor” as defined in Rule 501(a) of Regulation D. Notwithstanding the above, the Company and the Placement Agent may mutually agree to accept a subscription for fewer than 16,000 Units.
Sample 1
AutoNDA by SimpleDocs
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent to solicit purchasers for up to $1,000,000 or 20 Units (“Escrow Units”) on a “best efforts, all-or-none” basis, and to solicit purchasers for an additional $5,000,000 or 100 Units, on a “best efforts” basis, at a price of $50,000 per Unit (the “Offering”) for a total of $6,000,000. Each Unit consists of one $50,000 Unsecured Convertible Promissory Note and 33,333 Warrants. If the Offering is over-subscribed, the Company may elect in its sole discretion, to accept subscriptions for an additional 30 Units, for a total Offering of 150 Units. If the Minimum Offering is not sold by the later of December 31, 2016 (the “Escrow Date”) unless extended, all funds received from prospective investors will be promptly refunded to them, without interest and without deduction for commissions or expenses. The Escrow date may be extended by mutual agreement of the Placement Agent and the Company, however, in no case may the Escrow Date be later than January 31, 2017. The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Units at the price of $50,000 per Unit, provided that the Company reserves the right to reject in good faith any prospective investor (“Investor”) and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has been authorized to solicit purchasers for the Units, except those persons selected by the Placement Agent. Each Investor must subscribe for at least One (1) Unit and must certify to the Company that such investor is an “Accredited Investor” as defined in Rule 501(a) of Regulation D. The Company and the Placement Agent may mutually agree to accept a subscription for less than One (1) Unit.
Sample 1
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent until February 28, 1997, which period may be extended on one or more occasions until April 30, 1997, by mutual consent of the Company and the Placement Agent (the "Sales Termination Date"), to solicit purchasers for up to 400,000 Shares on a "best efforts" basis; and the Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Shares at the price of $1.25 per Share, provided that the Company reserves the right to reject in good faith any prospective investor ("Investor") and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. The Company may accept subscriptions for an additional 80,000 Shares if the offering is over-subscribed. No other person will be or has been authorized to solicit purchasers for the Shares, except those persons selected by the Placement Agent. Each Investor must subscribe for at least 20,000 Shares ($25,000), and must certify to the Company that such investor is an "Accredited Investor" as defined in Rule 501(a) of Regulation D or otherwise satisfies all requirements imposed by the Company and Placement Agent in sales to a limited number of non-accredited Investors. Notwithstanding the above, the Company and the Placement Agent may mutually agree to accept a subscription for fewer than 20,000 Shares.
Sample 1
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent until July 31, 2005, which period may be extended for additional periods by mutual consent of the Company and the Placement Agent (the “Sales Termination Date”), to solicit purchasers for 1,000,000 Shares on a “best efforts, all-or-none” basis and to solicit purchasers for an additional 925,000 Shares on a “best efforts” basis; and the Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Shares at the price of $3.90 per Share, provided that the Company reserves the right to reject in good faith any prospective investor (“Investor”) and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has been authorized to solicit purchasers for the Shares, except those persons selected by the Placement Agent. Each Investor must subscribe for at least 6500 Shares ($25,350), and must certify to the Company that such investor is an “Accredited Investor” as defined in Rule 501(a) of Regulation D. Notwithstanding the above, the Company and the Placement Agent may mutually agree to accept a subscription for fewer than 6,500 Shares.
Sample 1
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent to solicit purchasers for up to $1,000,000 of Series B Notes (“Escrow Series B Notes”) on a "best efforts, all-or-none" basis, and to solicit purchasers for an additional $5,000,000 of Series B Notes, on a “best efforts” basis for a total of $6,000,000. If the Offering is over-subscribed, the Company may elect in its sole discretion, to accept subscriptions for an additional $1,500,000, for a total Offering of $7,500,000. If the Minimum Offering is not sold by the later of September 22, 2017 (the “Escrow Date”) unless extended, all funds received from prospective investors will be promptly refunded to them, without interest and without deduction for commissions or expenses. The Escrow date may be extended by mutual agreement of the Placement Agent and the Company, however, in no case may the Escrow Date be later than October 31, 2017. The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Series B Notes, provided that the Company reserves the right to reject in good faith any prospective investor ("Investor") and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has been authorized to solicit purchasers for the Series B Notes, except those persons selected by the Placement Agent. Each Investor must subscribe for at least $25,000 and must certify to the Company that such investor is an "Accredited Investor" as defined in Rule 501(a) of Regulation D. The Company and the Placement Agent may mutually agree to accept a subscription for less than $25,000.
Sample 1
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent to solicit purchasers for up to $1,000,000 or 20 Units (“Escrow Units”) on a “best efforts, all-or-none” basis, and to solicit purchasers for an additional $5,000,000 or 100 Units, on a “best efforts” basis, at a price of $50,000 per Unit (the “Offering”) for a total of $6,000,000 or 120 Units. Each Unit consists of one $50,000 Unsecured Convertible Promissory Note and 33,333 Warrants. If the Offering is over-subscribed, the Company may elect in its sole discretion, to accept subscriptions for an additional 80 Units, for a total Offering of 200 Units.
Sample 1
Placement Agent Appointment. The Company hereby appoints the --------------------------- Placement Agent, as a non-exclusive agent until December 31, 2002. Placement Agent agrees to offer the Secured Loan on a "best efforts" basis on the terms and conditions set forth herein.
Sample 1
AutoNDA by SimpleDocs
Placement Agent Appointment. The Company hereby appoints the Placement Agent as its exclusive agent until (a) all of the Units have been purchases, or (b) the Offering is terminated by the Placement Agent or the Company (the "Sales Termination Date"), to solicit purchasers for up to seven (7) Units on a "best efforts basis; and the Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Units at the price of $100,000 per Unit, provided that the Company reserves the right to reject in good faith any prospective investor ("Investor") and no commission shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has been authorized to solicit purchasers for the Units, except those persons selected by the Placement Agent. Each Investor must subscribe for at least one (1) Unit ($100,000), and must certify to the Company that such investor is an "Accredited Investor" as defined in Rule 501(a) of Regulation D. Notwithstanding the above, the Company and the Placement Agent may mutually agree to accept a subscription for fewer than one (1) Unit.
Sample 1

Related to Placement Agent Appointment

  • Appointment of Placement Agent (a) You are hereby appointed exclusive Placement Agent of the Company (subject to your right to have Selected Dealers, as defined in Section 1(c) hereof, participate in the Offering) during the Offering Period herein specified for the purposes of assisting the Company in finding qualified Subscribers pursuant to the offering (the "Offering") described in the

  • Collateral Agent Appointed Attorney-in-Fact Subject to the terms of the Intercreditor Agreement, each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, wilful misconduct or bad faith. Notwithstanding anything to the contrary in this Section 7.07, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for herein unless an Event of Default shall have occurred and be continuing.

  • Administrative Agent Appointed Attorney-in-Fact Each Grantor hereby appoints the Administrative Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default and notice by the Administrative Agent to the Parent Borrower of its intent to exercise such rights, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or wilful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

  • Collateral Agent’s Appointment as Attorney-in-Fact, etc (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

  • Exclusive Appointment The Company acknowledges that the appointment of the Manager hereunder is an exclusive appointment for the Term. The Company shall not appoint other managers with respect to the Vessels or the Containership business during the Term, except in circumstances in which it is necessary to do so in order to comply with Applicable Laws or as otherwise agreed by the Manager in writing. This Section 2.5 does not prohibit the Company from having its own employees perform the Management Services.

  • Administrative Agent’s Appointment as Attorney-in-Fact, etc (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following:

  • Agent Appointed Attorney-in-Fact Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Credit Agreement, to take any action and to execute any instrument which Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including:

  • Administrative Agent’s Appointment as Attorney-in-Fact (a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

  • Collateral Agent’s Appointment as Attorney-in-Fact (a) Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the following:

  • Initial Appointments The Company appoints the Trustee as the initial Paying Agent, the initial Registrar and the initial Conversion Agent.

Time is Money Join Law Insider Premium to draft better contracts faster.