Terms of the Offering. We may advise you orally or by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire”) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the “Offering Price”) and any Selling Concession or, if applicable, Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section 19 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to participate in such Offering or that you may not otherwise have responded by wire or other written communication (any such communication being deemed “In Writing”) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected Dealer. We reserve the right to reject any acceptance in whole or in part. Any Offering will be subject to delivery of the Securities and their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in whole or in part.
Terms of the Offering. The Company understands that the Initial Purchasers intend (i) to offer privately pursuant to Rule 144A under the Securities Act their respective portions of the Securities as soon after this Agreement has become effective as in the judgment of the Initial Purchasers is advisable and (ii) initially to offer the Securities upon the terms set forth in the Final Memorandum. The Company confirms that it has authorized the Initial Purchasers, subject to the restrictions set forth below, to distribute copies of the Offering Memorandum in connection with the offering of the Securities. Each Initial Purchaser hereby severally makes to the Company the following representations and agreements:
Terms of the Offering. As of October 31, 1996, the initial offering of $15,000,000 of limited partnership units was closed. At the time the offering was closed the Partnership had received a total of $14,932,017 of subscriptions. The General Partners elected in September, 1996, to continue the offering of Units. The Partnerships second offering of $30,000,000 of Units commenced in December, 1996. As this new offering is part of the Partnerships ongoing business, there is no escrow and all proceeds from the sale of Units is paid directly to the Partnership. As of December 31, 1996, the Partnership had received a total of $310,937 in new subscriptions in connection with its second offering. The aggregate combined subscriptions total $15,242,954.
Terms of the Offering. The Company is advised by the Underwriter that it proposes (i) to deposit the Shares directly with the Trustee of Legg Xxxox XXXT Trust, December 1997 Series (the "Trust"), a registered unit investment trust under the Investment Company Act of 1940, as amended (the "Offering"), as soon after the execution and delivery hereof as in its judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. The Company further acknowledges that the Underwriter is the sponsor of the Trust and therefore is considered an affiliate of the Trust.
Terms of the Offering. (a) The Company shall prepare and deliver to the Placement Agent copies of a Confidential Disclosure Statement (the "DISCLOSURE STATEMENT"), relating to, among other things, the Company, the Securities, and the terms of the sale of the Securities. The Disclosure Statement, including all exhibits, and appendices thereto and documents delivered therewith, are referred to herein as the "OFFERING DOCUMENTS" and shall include any supplements or amendments in accordance with this Agreement. The Company shall utilize the services of securities counsel with experience in private placement offerings and the rules and regulations of the Securities and Exchange Commission ("SEC") in drafting the Offering Documents.
Terms of the Offering. (a) A minimum of 1,000,000 and a maximum of 4,800,000 Shares shall be offered for sale to prospective investors in this Offering ("Prospective Investors") at a purchase price of $2.50 per Share (the "Purchase Price") of the Company's common stock, par value $.01 (the "Common Stock"). Officers, directors and employees of the Company and the Placement Agent may purchase Shares on the same terms and conditions as other investors (the "Affiliate Shares"). The Affiliate Shares shall be included in determining whether the minimum and maximum number of Shares have been subscribed for, and all references herein to subscriptions from Prospective Investors shall be deemed to include the Affiliate Shares.
Terms of the Offering. 2. Each Unit will consist of one Share and one Warrant. Of the subscription price of Cdn$1.25 per Unit, the Company hereby allocates $1.249 to the price of the Unit Share comprised in each Unit and $0.001 to the price of the Warrant comprised in each Unit. Each Warrant will entitle the holder thereof to purchase one common share of the capital stock of the Company that is not a “flow-through share” (“Common Share”) at an exercise price of $1.35 per Common Share, subject to adjustment in certain events, at any time on or before 5:00 p.m. (Vancouver time) on the date that is 24 months from the date of issuance of the Warrant. The Warrants shall be in such form and contain such terms as shall be mutually approved by the Company and the Subscriber. The Company and the Subscriber agree that the Unit Shares and the Warrants comprising the Units will be “flow-through shares” as defined in subsection 66(15) of the Act, and, accordingly, the Company agrees to: (a) incur Qualifying Expenditures in an amount equal to the Commitment Amount during the period from and after the Closing Date to and including December 31, 2009; and (b) renounce Qualifying Expenditures equal to the Commitment Amount to the Subscriber with an effective date no later than December 31, 2008.