Firm Common Shares Sample Clauses

Firm Common Shares. On the basis of the representations, warranties ------------------ and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to you or to the Underwriters, as the case may be, the Firm Common Shares which are in the amount of 700,000 shares. You or, if applicable, you on behalf of the Underwriters agree, severally and not jointly, as the case may be, to purchase from the Company the number of Firm Common Shares described below which are in the aggregate equal to 700,000 shares. The purchase price per share to be paid by you or the several Underwriters, as the case may be, to the Company shall be $ ____ per share. The obligation of you or, if applicable, each Underwriter to the Company shall be to purchase from the Company that number of Firm Common Shares which is equal to the number of shares set forth opposite the name of you or such Underwriter, as the case may be, in Schedule A hereto. Delivery of definitive certificates for the Firm Common Shares to be purchased by the Underwriters pursuant to this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company) at the offices of Xxxxx Financial Services, Inc., 00 X. Xxxxx Street, Suite 2411, Chicago, Illinois, or such other place as may be agreed upon between the Company and Xxxxx Financial Services, Inc. as Representative of the Underwriters, at 9:00 a.m., Chicago time, on the third (3/rd/) full business day following the first day that Common Shares are traded or at such other time and date not later than seven (7) full business days following the first day that Common Shares are traded as the Representative and the Company may determine, such time and date of payment and delivery being herein called the "First Closing Date." The certificates for the Firm Common Shares to be so delivered will be made available to the Representative at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the First Closing Date and will be in such names and denominations as requested by the Representative, such request to be made at least two (2) full business days prior to the First Closing D...
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Firm Common Shares. UNDERWRITERS TO BE PURCHASED ------------ --------------- Montxxxxxx Xxxurities....................................[___] Robexxxxx, Xxepxxxx & Xompany LLC........................[___] [___] ...................................................[___] [___] ...................................................[___] [___] ...................................................[___] --------- Total 3,500,000 --------- EXHIBIT A The final opinion in draft form will be attached as Exhibit A at the time this Agreement is executed. Opinion of counsel for the Company and the Principal Shareholders to be delivered pursuant to Section 5(d) of the Underwriting Agreement. References to the Prospectus in this Exhibit A include any supplements thereto at the Closing Date.
Sample 1

Related to Firm Common Shares

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Equity Securities The Collateral Manager may direct the Trustee to sell any Equity Security at any time and shall use its commercially reasonable efforts to effect the sale of any Equity Security, regardless of price (provided that any sale to ORCC or its Affiliates must be on arm’s length terms), subject to any applicable transfer restrictions:

  • Qualified Public Offering The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.

  • Common Shares 4 Company...................................................................................... 4

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

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