PUBLIC OR PRIVATE OFFERING Sample Clauses

PUBLIC OR PRIVATE OFFERING. Without the prior approval of Perseus, neither the Company nor any of its subsidiaries shall effect a public offering of any securities of the Company or its subsidiaries registered under the Securities Act or a private offering or sale of any securities of the Company or its subsidiaries exempt from registration under the Securities Act (collectively, a "Securities Sale"), unless the proceeds resulting from such offering are used to repay in full the principal amount, all accrued but unpaid interest outstanding and any other amounts owed on the Notes, if any.
Sample 1
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PUBLIC OR PRIVATE OFFERING. In consideration for being lead investor in the transaction (the "Transaction") outlined in the Term Sheet, dated March 14, 2006 and signed by the Company and Xxxxxx, the Company shall pay Xxxxxx a fee equal to $200,000 and 2.4 million shares of the Company's restricted common stock (the "Fee") upon the closing of the Transaction. Other advice or services not covered by this Section 4.2 or the scope of services set forth in Section 2 shall be negotiated on a case by case basis and be commercially reasonable. The parties acknowledge that the Company may raise through Westpark Capital, Inc. up to $750,000 on the same terms as the Transaction with fees paid to Westpark as agreed.
Sample 1
PUBLIC OR PRIVATE OFFERING. Developer acknowledges and agrees that it is the intent of both Franchisor and Developer that none of Developer or any of its Affiliates, or Owners shall be or become, and Developer covenants that neither it nor any such Person shall be or become, a public company or "reporting company" (as defined in Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, any equivalent or successor law or regulation, or otherwise), including by way of an initial public offering or transfer to or merger with an existing public company. Accordingly, Developer agrees that no Ownership Interests in Developer or any such other Person may be offered pursuant to a public offering or transferred to a public company or "reporting company." Developer further agrees that such Ownership Interests will not be offered pursuant to a private placement without the prior written consent of Franchisor. Franchisor may impose conditions on granting its consent to a private placement of Ownership Interests by Developer, including the conditions described in Sections 10.C. and 10.D. and the conditions that:
Sample 1
PUBLIC OR PRIVATE OFFERING. Franchisee acknowledges and agrees that it is the intent of both Franchisor and Franchisee that neither Franchisee nor any of its Affiliates, nor any Person holding a Controlling Interest in Franchisee, be or become, and Franchisee covenants that neither it nor any such Person shall be or become, a public company or "reporting company" (as defined in Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, or otherwise), including by way of an initial public offering or transfer to or merger with an existing public company. Accordingly, Franchisee agrees that no Ownership Interests in Franchisee or any such other Person may be offered pursuant to a public offering or transferred to a public company or “reporting company.” Franchisee further agrees that such Ownership Interests will not be offered pursuant to a private placement without the prior written consent of Franchisor. Franchisor may impose conditions on granting its consent to a private placement of Ownership Interests by Franchisee, including the conditions described in Sections 13.C and 13.D. and the conditions that:
Sample 1
PUBLIC OR PRIVATE OFFERING. 59 182 LICENSE OWNER acknowledges and agrees that it is the intent of both COMPANY and LICENSE OWNER that LICENSE OWNER not be or become a public company or "reporting company" (as defined in Sections 12(b), 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, or otherwise) including, without limitation, by way of an initial public offering or transfer to or merger with an existing public company. Accordingly, LICENSE OWNER agrees that securities of LICENSE OWNER or an entity owning a direct or indirect equity interest in LICENSE OWNER, this Agreement, the License or the Store may not be offered pursuant to a public offering. LICENSE OWNER further agrees that such securities will not be offered pursuant to a private placement without the prior written consent of COMPANY. COMPANY hereby grants its consent to a private placement of securities by LICENSE OWNER provided that LICENSE OWNER ensures that:
Sample 1
PUBLIC OR PRIVATE OFFERING. Licensee shall not refer to this License or NFLP, the NFL or its Member Clubs or affiliates in any public or private offering, or other securities or financing document, without NFLP's prior written consent and then only on such conditions as NFLP deems appropriate in it discretion.
Sample 1

Related to PUBLIC OR PRIVATE OFFERING

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Private Offering by the Company Neither the Company nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchasers and not more than five other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

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