Certain Offering Procedures Sample Clauses

Certain Offering Procedures. The Company and Berthel each represent to the other than, it has not taken, and the Company and Berthel each agree with the other that it will not take, any action, directly or indirectly, so as to cause the Financing or the Merger to fail to be entitled to rely upon the exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the "Act"). In effecting the Financing or Merger, the Company and Berthel each agree to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable state laws and requirements. The Company agrees that any representations and warranties made by it to any lenders/investors in the Financing or Merger shall be deemed also to be made to Berthel for its benefit. The Company agrees that it shall cause any opinion of its counsel delivered to any lenders/investors in the Financing or Xxxxxx also to be addressed and delivered to Berthel or to cause such counsel to deliver to Berthel a letter authorizing it to rely upon such opinion. It is understood that, once a lender/investor group becomes identified, customarily special counsel of the Iender/investor group is appointed at the Company's expense to represent all lenders/investors. This means, in practical terms, that the final terms of the Financing or Merger may be modified by negotiation between the Company and the lenders/investors.
Sample 1
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Certain Offering Procedures. In the event the contemplated Transaction is expanded or modified to include any placement of securities by the Company, the Company agrees that, and as a condition to the closing of the Transaction, it will furnish to Jefferies and to the investors in the Transaction an opinion of its outside counsel reasonably satisfactory to Jefferies to the effect that (i) the Transaction and all other prior private offerings of securities of the Company would not result in integration with the Transaction or, if integration would so result, that such integration would not cause the Transaction not to be an exempt transaction and (ii) that all prior issuances of the Company's securities have been issued in compliance with federal and state securities laws. The Company agrees that it shall cause any other opinion of its outside counsel delivered to any investors in the Transaction also to be addressed and delivered to Jefferies, or to cause such outside counsel to deliver to Jefferies a letter authorizing it to rely upon such opinion. Please sign and return an original and one copy of this letter to the undersigned to indicate your acceptance of the terms and conditions set forth herein, whereupon this letter and your acceptance shall constitute a binding agreement between the Company and Jefferies as of the date first above written. Sincerely, XXXXXXXXX & COMPANY, INC. By Name: Xxxxxxxx X. Xxxxxx Title: Executive Vice President Accepted and Agreed: FLOOR DECOR, INC. X.X. Xxxxxx EAGLE EYE SCANDINAVIANAN DISTRIBUTION LIMITED Xxxx Xxxxx Director
Sample 1

Related to Certain Offering Procedures

  • Offering Procedures (a) The following terms have the specified meanings for purposes of this Agreement:

  • Registration Procedures In connection with the Company’s registration obligations hereunder, the Company shall:

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Filing Procedures The Company shall (A) permit counsel to the Investor an opportunity to review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on XXXXX).

  • Compliance with Underwriting Procedures The Receivable was underwritten according to the Underwriting Procedures in effect at the time, in all material respects.

  • Underwriting Procedures (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, at the Time of Closing the Vendors shall deliver actual possession of the Purchased Shares and the requisite instruments of conveyance and upon such delivery the Purchaser shall pay or satisfy the Purchase Price in accordance with Section 2.03. The transfer of possession of the Purchased Shares shall be deemed to take effect as at the Time of Closing.

  • Voting Procedures Subject to the cost allocation procedures set forth in Section 3 hereof, LIFE COMPANY will distribute all proxy material furnished by AVIF to Participants to whom pass-through voting privileges are required to be extended and will solicit voting instructions from Participants. LIFE COMPANY will vote Shares in accordance with timely instructions received from Participants. LIFE COMPANY will vote Shares that are (a) not attributable to Participants to whom pass-through voting privileges are extended, or (b) attributable to Participants, but for which no timely instructions have been received, in the same proportion as Shares for which said instructions have been received from Participants, so long as and to the extent that the SEC continues to interpret the 1940 Act to require pass through voting privileges for Participants. Neither LIFE COMPANY nor any of its affiliates will in any way recommend action in connection with or oppose or interfere with the solicitation of proxies for the Shares held for such Participants. LIFE COMPANY reserves the right to vote shares held in any Account in its own right, to the extent permitted by law. LIFE COMPANY shall be responsible for assuring that each of its Accounts holding Shares calculates voting privileges in a manner consistent with that of other Participating Insurance Companies or in the manner required by the Mixed and Shared Funding exemptive order obtained by AVIF. AVIF will notify LIFE COMPANY of any changes of interpretations or amendments to Mixed and Shared Funding exemptive order it has obtained. AVIF will comply with all provisions of the 1940 Act requiring voting by shareholders, and in particular, AVIF either will provide for annual meetings (except insofar as the SEC may interpret Section 16 of the 1940 Act not to require such meetings) or will comply with Section 16(c) of the 1940 Act (although AVIF is not one of the trusts described in Section 16(c) of that Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, AVIF will act in accordance with the SEC’s interpretation of the requirements of Section 16(a) with respect to periodic elections of trustees and with whatever rules the SEC may promulgate with respect thereto.

  • Remarketing Procedures (a) Unless a Successful Early Remarketing or a Termination Event has occurred prior to the Applicable Remarketing Period, the Company shall engage the Remarketing Agent(s) pursuant to the Remarketing Agreement for the Remarketing of the Notes. The Company will, not later than 10 Business Days prior to each Remarketing Announcement Date, request that the Depositary or its nominee notify the Beneficial Owners or Depositary Participants holding Separate Notes, Corporate Units and Treasury Units, and shall provide a copy of such request to the Collateral Agent and the Purchase Contract Agent, in the case of an Early Remarketing, of the Company’s intent to attempt an Early Remarketing in the Applicable Remarketing Period, and in all cases, of the proposed Remarketing Date or Dates and the procedures to be followed in each Remarketing, including the procedures to be followed by Holders of Separate Notes to participate in a Remarketing, the applicable procedures for Holders of Corporate Units to create Treasury Units or Holders of Treasury Units to recreate Corporate Units, the applicable procedures for Holders of Corporate Units to effect an Early Settlement and, in the case of a Final Remarketing, applicable procedures to effect a Cash Settlement and the applicable procedures that must be followed by a Holder of Separate Notes if such Holder wishes to exercise its Put Right or by a Holder if such Holder elects not to exercise its Put Right.

  • Offering Process In connection with the Offering, each of the Co-Managers will:

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