Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit subscriptions for the Units at the subscription price to be paid in cash and, subject to the Company’s prior written approval, at the Dealer Manager’s discretion, to retain one or more Soliciting Dealers (as defined in Section 3(a)) to assist in soliciting such subscriptions. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Units in such quantities and to such individuals, corporations, partnerships, trusts, limited liability companies or other entities (collectively, a “Person”) in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years from the initial Effective Date and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 100,263,158 Units; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Units or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Units or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by Soliciting Dealers approved by the Company may be determined, from time to time, by the Dealer Manager in its sole discretion. In the absence of such determination, the Company shall, subject to the...
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. Upon the terms and subject to the conditions set forth in this Agreement, the Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts during the Offering Period (as defined below) or until this Agreement is earlier terminated pursuant to Section 10 to sell or cause to be sold the Units in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. As used herein, “Person” or “person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or agency, or other entity of any kind.
Offering and Sale of the Units. Upon the terms and subject to the conditions set forth in this Agreement, the Partnership hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Units at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the first to occur of the following:
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are hereby appointed placement agent of the Company on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of the Company at the Offering Price through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Act. Subject to the performance by the Company of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use your best efforts during the Offering Period to find subscribers for Units at the Offering Price. Your agency hereunder, which is terminable as provided in Section 11, shall terminate at 11:59 p.m., New York time, on December 16, 2005; provided, however, that such termination date (the "Termination Date") may be extended by mutual written agreement of the parties until December 30, 2005.
Offering and Sale of the Units. (a) The Company has authorized the sale and issuance (the “Unit Purchase”) to the Investor of 4,052,312 units (the “Units”), with each Unit consisting of (i) one share (the “Share,” and collectively, the Shares”) of its common stock, par value $.001 per share (“Common Stock”), and (ii) one-half of a warrant (the “Warrant,” and collectively, the “Warrants”) to purchase a share of Common Stock in substantially the form attached hereto as Exhibit A. Each whole Warrant will represent the right to purchase one share of Common Stock at an exercise price of $0.7058 per share of Common Stock. Units will not be issued or certificated. The Shares and Warrants are immediately separable and will be issued separately. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares” and, together with the Units, the Shares and the Warrants, are referred to herein as the “Securities”).
Offering and Sale of the Units. Subject to the terms and conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as described in Section 3(a) hereof) to solicit subscriptions for the Units at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its best efforts to sell or cause to be sold the Units in such quantities and to such persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the Effective Date and ending on the earliest of the following: (i) the later of (x) three years after the initial effective date of the Registration Statement, or (y) at the Company’s election, the date on which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (ii) the acceptance by the Company of subscriptions for $500,000,000 Units; (iii) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time; (iv) the termination of the effectiveness of the Registration Statement; or (v) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Units, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. In the absence of such mutual agreement, the Company shall, subject to the provisions of Section 3(b) hereof, accept Subscription Agreements based upon a first-come, first accepted reservation or other similar method.
Offering and Sale of the Units. (a) Each person desiring to purchase Units will be required to complete, execute, and deliver to Rxxxxx and the Company an executed copy of the Subscription Agreement between such Purchaser and the Company.
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, the Placement Agent is hereby appointed the Placement Agent of Omnia Luo and Wentworth on an exclusive basis during the Offering Period for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Wentworth (conditioned upon closing of the Exchange Agreement) at $25,000 per Unit (“Offering Price”) to an unlimited number of “accredited investors” (as such term is defined in Rule 501 of Regulation D) (“Accredited Investors”) pursuant to and in accordance with the Securities Act. The minimum subscription amount per subscriber will be $25,000 unless Omnia Luo agrees to accept a lesser amount. Subject to the performance by Omnia Luo and Wentworth of all their respective obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to find subscribers for the Units at the Offering Price.
Offering and Sale of the Units. (a) Institutional Purchasers (as described in Section 5(c) below) desiring to purchase Units will be required to complete, execute, and deliver to the Placement Agents and the Company an executed copy of the Subscription Agreement between such Purchaser and the Company.
Offering and Sale of the Units. (a) On the basis of the representations, warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, the Placement Agent is hereby appointed the Placement Agent of Ever Leader and Applied Spectrum on an exclusive basis during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units on a best-efforts basis for the account of Applied Spectrum (conditioned upon closing of the Exchange Agreement) at $25,000 per Unit ("Offering Price") through a private offering (the "Offering") to an unlimited number of "accredited investors" (as such term is defined in Rule 501 of Regulation D) ("Accredited Investors") pursuant to and in accordance with the Securities Act. The minimum subscription amount will be $25,000 unless Ever Leader agrees to accept a lesser amount. Subject to the performance by Ever Leader and Applied Spectrum of all its obligations to be performed hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, the Placement Agent hereby accepts such agency and agrees on the terms and conditions herein set forth to use its best efforts during the Offering Period to find subscribers for the Units at the Offering Price. The Placement Agent's agency hereunder, which is terminable as provided in Section 11 hereof, shall terminate at 11:59 p.m., New York time, on the earlier to occur of (i) November 30, 2006, if the fifteen calendar day extension of the termination date has not been granted by the mutual agreement of Ever Leader and the Placement Agent on or prior to such date or (ii) December 15, 2006 (the "Termination Date").
