SECURITIES OFFERING AND FILINGS Sample Clauses

SECURITIES OFFERING AND FILINGS. Notwithstanding anything contained herein to the contrary, the Seller Parties agree to cooperate with MPT in connection with any securities offerings and filings, or MPT's efforts to procure or maintain financing for or related to the Real Property and Improvements, and in connection therewith, the Seller Parties shall furnish MPT with such financial and other information as MPT shall request. MPT may disclose that it has entered into this Agreement with the Seller Parties and may provide and disclose information regarding this Agreement, the Seller Parties, the Real Property and Improvements, and such additional information which MPT may reasonably deem necessary, to its proposed investors in such public offering or private offering of securities, or any current or prospective lenders with respect to such financing. Upon reasonable advance notice, MPT and any lender providing financing for the Real Property shall have the right to access, examine and copy all agreements, records, documentation and information relating to the Seller Parties, the Real Estate and Improvements, and to discuss such affairs and information with the officers, employees and independent public accountants of the Seller Parties as often as may reasonably be desired, but subject to the terms of a confidentiality agreement, as reasonably approved by the parties.
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SECURITIES OFFERING AND FILINGS. 45 Section 14.12. Binding Effect........................................... 45 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of December 30, 2005 by and among MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("MPT"), and MPT OF SHERMAN OAKS, LLC, a Delaware limited liability company (the "Acquisxxxxx Xub") (MPT and the Acquisition Sub being herein referred to, collectively, as the "Purchaser Parties"); and PRIME HEALTHCARE SERVICES II, LLC, a Delaware limited liability company ("Desert Valley Operator"), PRIME A INVESTMENTS, L.L.C., a Delaware limited liability company ("Prime A"), PRIME HEALTHCARE SERVICES, INC., a Delaware corporation ("Desert Valley Parent"), DESERT VALLEY HOSPITAL, INC., a California corporation ("Desert Valley Hospital"), and DESERT VALLEY MEDICAL GROUP, INC., a California corporation (Desert Valley Operator, Prime A, Desert Valley Parent, Desert Valley Hospital and Desert Valley Medical Group, Inc., being collectively referred to herein as the "Seller Parties").
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SECURITIES OFFERING AND FILINGS. Notwithstanding anything contained herein to the contrary, the Seller Parties and the Developer agree to cooperate with MPT in connection with any securities offerings and filings and, in connection therewith, the Seller Parties shall furnish MPT with such financial and other information as MPT shall request. MPT shall have the right of access, at reasonable business hours and upon advance notice, to the Real Property and all documentation and information relating to the Real Property and have the right to disclose any information regarding this Agreement, the Commitment Letter, the Seller Parties, the Developer, the Real Property and all other agreements executed in connection herewith and all other documents in connection with the transactions contemplated hereby, and such other additional information which MPT may reasonably deem necessary.
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SECURITIES OFFERING AND FILINGS. Notwithstanding anything contained herein to the contrary, the Seller Parties agree to cooperate with MPT in connection with any securities offerings, filings or financing transactions and, in connection therewith, the Seller Parties shall furnish MPT with such financial and other information as MPT shall request. MPT shall have the right of access, at reasonable business hours and upon advance notice, to the Land and all documentation and information relating to the Land and have the right to disclose any information regarding this Agreement, the Commitment Letter, any Seller Party, the Land and all other agreements executed in connection herewith and all other documents in connection with the transactions contemplated hereby, and such other additional information which MPT may reasonably deem necessary.
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SECURITIES OFFERING AND FILINGS. 33 SECTION 14.4 EXPENSES............................................................ 34 SECTION 14.5 CAPTIONS............................................................ 34 SECTION 14.6
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SECURITIES OFFERING AND FILINGS. Notwithstanding anything contained herein to the contrary, Seller agrees to cooperate with Purchaser and its Affiliates in connection with any securities offerings, filings or financing transactions and, in connection therewith, Seller shall furnish Purchaser and its Affiliates with such financial and other information as Purchaser shall request. Purchaser and its Affiliates shall have the right of access, at reasonable business hours and upon advance notice, to the Hospital Improvements and all documentation and information relating to the Assets and have the right to disclose any information regarding this Agreement, Seller, the Assets and all other agreements executed in connection herewith and all other documents in connection with the transactions contemplated hereby, and such other additional information which Purchaser and its Affiliates may reasonably deem necessary.
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SECURITIES OFFERING AND FILINGS. 44 SECTION 14.12. BINDING EFFECT........................................................................... 44 EXHIBIT X. Xxxxxxxxx Lease............................................................................... A-1 EXHIBIT B Intentionally Omitted B-1 EXHIBIT C. Legal Description of the Xxxxxxxxx Land/Real Property......................................... C-1 EXHIBIT D. Legal Description of the Xxxxxx Springs Land/Real Property.................................... D-1 EXHIBIT 9.2(b). Xxxxxxxxx Deed EXHIBIT 9.2(c). Intentionally Omitted EXHIBIT 9.2(q). Lease Guaranty Agreement EXHIBIT 9.2(r). Assignment of Rents and Leases EXHIBIT 9.2(s). Security Agreement EXHIBIT 9.2(u). Legal Opinion of Xxxxxx Xxxxxxx EXHIBIT 9.2(x). Noncompete Agreement EXHIBIT 9.2(z). Xxxxxx Springs Lease EXHIBIT 9.3(g). Legal Opinion of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, P.C. SCHEDULE 2.3. Assumed Liabilities SCHEDULE 3.4. Allocation of Purchase Price SCHEDULE 4.1. Ownership of Each Seller Party SCHEDULE 4.3. Disclosure of Affected Rights of Seller SCHEDULE 4.4. Consents and Approvals SCHEDULE 4.5. Financial Statements SCHEDULE 4.6. Accounts Receivable SCHEDULE 4.7. Seller Parties' Liabilities SCHEDULE 4.8. Changes since the Balance Sheet Date SCHEDULE 4.8(m). Disclosures of Capital Expenditure or Commitment SCHEDULE 4.8(n). Changes to Governing Documents SCHEDULE 4.9. Licenses and Permits SCHEDULE 4.10. Uncorrected Deficiencies SCHEDULE 4.11. HIPPA Compliance Plans SCHEDULE 4.12. Disclosure of Health Care Regulatory Matters SCHEDULE 4.13. Taxes SCHEDULE 4.14. Good Title Disclosures by Seller Parties SCHEDULE 4.15(a). Title and Condition of Real Property - Xxxxxxxxx Seller SCHEDULE 4.15(b). Title and Condition of Real Property - Xxxxxx Springs Seller SCHEDULE 4.15(d). Conditions affecting Property SCHEDULE 4.15(f). Public Takings SCHEDULE 4.15(g). Claims Against the Real Property SCHEDULE 4.15(j). Tenant Leases SCHEDULE 4.15(k). Brokerage, Leasing Commissions or Other Compensation SCHEDULE 4.15(m). Conditions of Tenant Leases SCHEDULE 4.16. Conditions of Personal Property SCHEDULE 4.17. Exception to Environmental Representations SCHEDULE 4.18. List of all Insurances Held by Sellers SCHEDULE 4.19. Judgment, Decrees, Orders Against Seller Parties SCHEDULE 4.20. Contractual Agreements Affecting Property of Seller Parties Table of Contents (continued) PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of June 9, 200...
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Related to SECURITIES OFFERING AND FILINGS

  • Securities Filings Within 5 Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which the Borrower, any Subsidiary or any other Loan Party shall file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor) or any national securities exchange;

  • Filing and Effectiveness of Registration Statement The Company has prepared and filed with the Commission the Registration Statement (file number 333-[●]) on Form S-1, including the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Offered Securities. Such Registration Statement, including any amendments thereto filed prior to the Execution Time, has become effective. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which has previously been furnished to the Representative. The Company will file with the Commission the Prospectus in accordance with Rule 424(b). As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representative shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised the Representative, prior to the Execution Time, will be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information.

  • Delivery of Commission Filings Upon the Representatives’ written request, the Company will deliver to the Representatives, without charge, conformed copies of the Registration Statement as originally filed, and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) and conformed copies of all consents and certificates of experts, and, upon the Representatives’ request, will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T, or as filed with the Commission in paper form as permitted by Regulation S-T.

  • Issue Description Execution Registration and Exchange of Notes Section 1. DESIGNATION, AMOUNT AND ISSUE OF NOTES. The Notes shall be designated as "7.25% Convertible Subordinated Notes Due 2003." Notes not to exceed the aggregate principal amount of $115,000,000 upon the execution of this Indenture, or from time to time thereafter, may be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and make available for delivery said Notes upon the written order of the Company, signed by its (a) Chief Executive Officer, President, Chief Operating Officer or Chief Financial Officer, and (b) any Treasurer or Secretary or any Assistant Secretary, without any further action by the Company hereunder.

  • Filing and Effectiveness of Registration Statement; Certain Defined Terms The Company has filed with the Commission a registration statement on Form S-3 (File No. 333-216864) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, as amended, in the form then on file with the Commission, including all material then incorporated by reference therein, all information contained in the registration statement (if any) filed pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information, all 430B Information and all 430C Information, if any, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement”. The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information, all 430B Information and all 430C Information, if any, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement”. As of the time of execution and delivery of this agreement (this “Agreement”), the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended, and no stop order suspending the effectiveness of the Initial Registration Statement has been issued by the Commission and to the knowledge of the Company no proceedings for that purpose have been instituted or threatened by the Commission. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

  • Form D; Blue Sky Filings The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

  • Disclosures in Commission Filings None of the Company’s filings with, or other documents furnished to, the Commission contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has made all filings with the Commission required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act Regulations”).

  • Securities Law Filings The Company has filed with the Securities and Exchange Commission (the “Commission”) the Registration Statement under the Securities Act, which was filed on May 11, 2022 and declared effective on [•], 2022 for the registration of the Securities under the Securities Act. Following the determination of pricing among the Company and the prospective Investors introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder, a final prospectus relating to the placement of the Securities, their respective pricings and the plan of distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement at the time of effectiveness is hereinafter called the “Preliminary Prospectus”; and the final prospectus, in the form in which it will be filed with the Commission pursuant to Rules 430A and/or 424(b) (including the Preliminary Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.” The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Original Registration Statement, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement, the Preliminary Prospectus or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, as the case may be. As used in this paragraph and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Preliminary Prospectus, any subscription agreement between the Company and the Investors, the final terms of the Offering provided to the Investors (orally or in writing) and any issuer free writing prospectus as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus” shall mean, as the context requires, the Preliminary Prospectus, the Final Prospectus, and any supplement to either thereof. The Company has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the Registration Statement or the use of the Preliminary Prospectus or any prospectus supplement or intends to commence a proceeding for any such purpose.

  • Delivery of Registration Statements The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Copies of Registration Statements To furnish promptly to the Underwriters and to counsel for the Underwriters, upon request, a signed copy or a conformed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

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