Engagement of Placement Agent. The Company hereby engages Placement Agent, and Placement Agent hereby accepts such engagement, to act as the Company’s exclusive Placement Agent with respect to sales by the Company in an offering pursuant to Regulation A+ (the “Offering”) under the Securities Act of 1933, as amended (the “Securities Act”) for up to $49,000,000 of the Company’s Common Stock (the “Securities”). One or more closings for the purchase and sale of the Securities (each, a “Closing”) shall be conducted from time to time at the request of the Company, subject to certain conditions to closing established by the Placement Agent and the Company and annexed hereto as an appendix to this Agreement.
Engagement of Placement Agent. The Placement Agent agrees to act as the Fund’s exclusive placement agent, on a reasonable efforts basis, in connection with the issuance and sale by the Fund of the Shares to the Investors. The Fund acknowledges and agrees that the Placement Agent’s engagement hereunder is not an agreement by the Placement Agent or any of its affiliates to underwrite or purchase any securities or otherwise provide any financing. As compensation for their services hereunder, the Fund agrees to pay at the Closing Time (as defined below) to the Placement Agent by wire transfer of immediately available funds an amount equal to ___% of the proceeds received by the Fund from the sale of the Shares.
Engagement of Placement Agent. The Selling Shareholder, on the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, hereby appoints the Placement Agent as its exclusive Placement Agent for this offering, to sell, on a "best efforts basis," a maximum of 125,000 Units at a public offering price of $6.10 per Unit, each Unit consisting of one share of the Company's Common Stock and one Common Stock Purchase Warrant ("Warrants"), each Warrant entitling the holder to purchase one share of the Company's Common Stock at $7.20 per share, resulting in a maximum amount of gross proceeds to the Selling Shareholder of $762,500 ("Gross Maximum Proceeds"). The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to solicit purchasers for the Units. This appointment shall be irrevocable for the period commencing on the date of this Agreement and ending on the earlier of (i) the date that the maximum number of Units are sold by the Selling Shareholder; or 120 days from the date that the Company's SB-2 Registration Statement, bearing Registration No. 333-68942 (the "Registration Statement"), becomes effective upon order of the U.S. Securities and Exchange Commission (the "Offering Period"). Capstone Partners, L.C. Copywrite 2000 1.1 - 1
Engagement of Placement Agent. The Company hereby engages the Placement Agent, and the Placement Agent hereby accepts such engagement, to act as the Company’s non-exclusive Placement Agent with respect to sales by the Company in a best efforts private placement transaction (the “Offering”) of up to $6,000,000 (six million) aggregate principal amount of Equity, Equity-Related or Debt Securities (the “Securities”) of the Company to the investors during the term of this Agreement as set forth in Section 6.
Engagement of Placement Agent. Promptly (but in any event within 15 Business Days) after it receives an Exchange Notice pursuant to Section 3(a), IWCH will engage a nationally-recognized investment banking firm (the "PLACEMENT AGENT") which is experienced in arranging for the private placement of securities such as the Series H Stock and which is designated by IWCH and is approved by Majority PWH Noteholders (which approval no PWH Noteholder will unreasonably withhold) to arrange for the Post-Exchange Sale described in this Section 6. If IWCH or Majority PWH Noteholders determine in good faith that any Placement Agent engaged pursuant to this Section 6(a) is not using reasonable efforts to arrange for the Post-Exchange Sale or will not be capable of arranging such sale, then IWCH will terminate the engagement of such Placement Agent and promptly will engage another investment banking firm which is of the type, and which is designated and approved, as described in the preceding sentence, and such other firm will be a "Placement Agent" under this Section 6.
Engagement of Placement Agent. The Company on the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, hereby appoints the Placement Agent as its exclusive placement agent for this Offering, to sell, on a "best efforts basis," a maximum dollar amount of Securities, excluding Warrants, resulting in gross proceeds to the Company of Twenty Million Dollars ($20,000,000) (the "Maximum Proceeds"). The Placement Agent, on the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts such appointment and agrees to use its best efforts to find purchasers for the Private Equity Line Agreement. This appointment shall be irrevocable for the period commencing on the date of the executed Letter of Agreement, and ending on the earlier of (i) the Put Closing Date on which the aggregate of the Put Dollar Amounts for all Put Closings equal the Maximum Offering Amount pursuant to the Private Equity Line Agreement, or (ii) September 30, 2001.
Engagement of Placement Agent. The Company hereby engages Placement Agent, and Placement Agent hereby accepts such engagement, to act as the Company’s exclusive Placement Agent with respect to sales by the Company in an offering pursuant to Regulation A (the “Offering”) under the Securities Act of 1933, as amended (the “Securities Act”) for up to 20,000,000 shares of the Company’s Class A Preferred Stock (the “Securities”) at a purchase price of $1.00 per share. One or more closings for the purchase and sale of the Securities (each, a “Closing”) shall be conducted from time to time at the request of the Company, subject to certain conditions to closing established by the Placement Agent and the Company and annexed hereto as an appendix to this Agreement.
Engagement of Placement Agent a. On the basis of the Placement Agent’s representations, covenants and warranties, during the term of this Agreement, the Company hereby engages the Placement Agent on a non-exclusive basis to use its “best efforts” to offer and sell the Offered Securities to certain “accredited investors” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act who also may be deemed institutional investors or individual investors who have a net worth in excess of $5 million (“Purhasers”). The terms of any such Offered Securities shall be negotiated between the Company and any such Purchaser and shall be reflected in one or more definitive purchase agreements to be negotiated between the Company and the Purchasers (the “Definitive Agreements”). The Placement Agent understands and agrees that, during the term hereof, the Company may engage one or more broker-dealers unaffiliated with the Placement Agent to solicit sales of the Company’s debt or equity securities or to obtain other financing for the Company in a private placement or other offering; provided that the Company shall advise the Placement Agent periodically of the status of any such offering.
Engagement of Placement Agent. Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), proposes to make a private placement (the “Offering”) of up to 1,350,000 shares of the Company’s common stock (“Common Stock”), par value $0.01 per share (individually, a “Security”, and collectively, the “Securities”), pursuant to the exemptions (the “Exemptions”) from registration provided in the Securities Act of 1933, as amended (the “Securities Act”). By entering into this Placement Agent Agreement (this “Agreement”), the Company engages Xxxxxxx Xxxx & Company L.L.C. (the “Agent”) as its managing “Placement Agent,” and as a representative of such other participating broker/dealers as from time to time are mutually agreed upon by the parties hereto and listed on Exhibit C attached hereto (collectively, the “Placement Agents”), as from time to time updated, and provided that each such other broker/dealers enter into an agreement with the Agent in the form attached hereto as Exhibit E (the “Agreement Among Placement Agents”) agreeing upon the allocation to the Placement Agents, cross-indemnities and such other agreements typically found in agreements among multiple placement agents, in connection with the Offering through July 27, 2006, at which time this Agreement may terminate in accordance with Section 11 hereof. By entering into this Agreement, the Agent acting on behalf of itself and the other Placement Agents, severally, accepts such engagement and agrees, as more fully described in Section 4(a) hereof, to use its reasonable best efforts to place up to 1,350,000 shares of Securities solely with (i) institutions that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3), (7) or (8) of Regulation D under the Securities Act that (A) are current security holders of the Company or have been security holders of the Company within the 12 months prior to the date the Agent or the Company first contacted such prospective investor regarding the Offering (but not, in either case, someone who only became a securityholder within 30 days of such date) and (B) have a prior substantive relationship with either the Company or the Agent prior to the date the Agent or the Company first contacted such investor regarding the Offering; and (ii) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act that (A) did not attend, participate in, listen to or view (in each case, whether in person or via webcast, whether live or via replay or other delayed transmi...
Engagement of Placement Agent
