Offering Process. (i) securities registration process, including liaising with counsel on compliance policies and procedures and codes of ethics; (ii) retention and selection of auditor, any fund administrator, custodian, any valuation advisor and transfer agent; (iii) preparation of and completing offering documents including updates thereto and such other amendments and supplements as the Advisor shall determine to be necessary or desirable; and (iv) preparation of marketing materials and content development.
Offering Process. In connection with the Offering, and subject to the provisions of Paragraph 10, Managing Broker-Dealer will:
Offering Process. The Company will offer the Shares in the states of California, Florida, Illinois, Oregon, New York, Pennsylvania, New Jersey, Connecticut, Massachusetts, Maryland, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Registration Statement, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Registration Statement, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Prospectus or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Prospectus or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall cooperate with the Agent in the filing with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, of appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Shares (“Blue Sky Materials”).
Offering Process. In connection with the Private Placements: • JGSG will familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Company; • The Company, with JGSG’s assistance, will prepare a Confidential Offering Memorandum (the “Confidential Memorandum”), which will contain (a) a description of the Company, its business, assets, prospects and management; (b) the terms and conditions of the Private Placements and of the securities offered; and (c) certain financial information. The Confidential Memorandum will incorporate or include the Company’s filings with the Securities and Exchange Commission (“SEC”) including the Company’s reports on Forms 00-XXX, 00-XXX, 0-X and the 2004 Proxy Statement. If necessary, the Company will update the Confidential Memorandum prior to completion of the Private Placements; • JGSG will identify possible accredited investors, which might have an interest in receiving the Confidential Memorandum and evaluating participation in the Private Placements. • Upon authorization from the Company, JGSG will contact one or more of such possible accredited investors and distribute the Confidential Memorandum; • JGSG will assist the Company and its Board of Directors in evaluating proposals received from possible investors; • JGSG will assist the Company and its counsel in negotiations relating to the Private Placements; and • If requested, JGSG will participate in meetings of the Board of Directors of the Company (either in person or by telephone, as appropriate) at which time the Private Placements are to be considered and will report to the Board on the Private Placements. • The securities offered in the Private Placements will be sold pursuant to forms of purchase agreements that are reasonably satisfactory to JGSG and the Company containing terms and conditions customary for private placement transactions. • JGSG will be registered as a broker-dealer in all states in which the Company offers its securities.
Offering Process. The Company will offer the Notes in the states of Pennsylvania, New York, Alaska, Nebraska and California, and such other states as may be agreed upon by the parties. The Company will, to the extent required, use its commercially reasonable efforts to have the Offering approved in those states, but, in no event shall the Company be required to qualify to do business in such states solely as a result of the Offering; and will notify the Agent (i) of the receipt of any comments from the SEC or any other regulatory authority with respect to the Offering or any other matter referred to in the Subscription Documents, (ii) of any request by the SEC or any other regulatory authority for any amendment or supplement to the Subscription Documents, the Blue Sky Materials (as hereinafter defined) or for additional information, (iii) of the issuance by the SEC or any other regulatory authority of any order or other action suspending the Offering or the use of the Subscription Documents or any other filing of the Company under applicable state law or the threat of any such action, and (iv) of the issuance by the SEC or any regulatory authority of any stop order suspending the use of the Subscription Documents or of the initiation or threat of initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the SEC or any regulatory authority of any such order, and if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The Company shall file with the state securities authorities of the states listed above (and any other states subsequently added), to the extent necessary, appropriate registration materials in order to comply with the laws of such states applicable to the sale of the Notes (“Blue Sky Materials”).
