Sale of Offered Shares Sample Clauses

Sale of Offered Shares. The Company agrees not to, at any time at or after the execution of this Agreement, directly or indirectly, offer or sell any Offered Shares or Class A Ordinary Shares represented thereby by means of any “prospectus” (within the meaning of the Securities Act), or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Offered Shares or Class A Ordinary Shares represented thereby, in each case other than the Final Prospectus.
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Sale of Offered Shares. Participating Dealer hereby agrees to use its best efforts to sell the Offered Shares for cash on the terms and conditions stated in the Prospectus. Nothing in this Agreement shall be deemed or construed to make Participating Dealer an employee, agent, representative, or partner of the Dealer Manager or the Fund, and Participating Dealer is not authorized to act for the Dealer Manager or the Fund or to make any representations on their behalf except as set forth in the Prospectus and any printed sales literature or other materials prepared by the Fund or Steadfast Investment Adviser, LLC, a Delaware limited liability company that serves as the Fund’s investment adviser pursuant to the terms of an investment advisory agreement (the “Adviser”), provided that the use of said sales literature and other materials has been approved for use by the Fund in writing and all appropriate regulatory agencies (the “Authorized Sales Materials”).
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Sale of Offered Shares. 2.1 Subject to the terms and conditions hereof, the Corporation hereby appoints MFC as, and MFC hereby agrees to act as, the exclusive agent of the Corporation to solicit purchasers for up to U.S.$20 million in Common Shares at the Issue Price on the terms set forth in the Offering Documents and in accordance with the terms and conditions of this Agreement.
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Sale of Offered Shares. Subject to the rights of the Company, the Right Holders, and the Founder as set forth in this Agreement, the sale of any Offered Shares shall take place at the offices of the Company on a date within sixty (60) days after the expiration of the relevant Option Period (including the period in which the Over-Allotment Option may be exercised). Notwithstanding any other provision in Section 2 hereof, prior to the sale of any of the Offered Shares by the Selling Stockholder, the Selling Stockholder, at its sole discretion, may, by notice to the Company, rescind the proposed Transfer of the Offered Shares with respect to all, but not less than all, of the Offered Shares.17 Transfer of Stock to Company, the Right Holders, and the Founder. All Offered Shares elected to be purchased by the Company, the Right Holders, and the Founder pursuant to Section 2.3 hereof shall be delivered free and clear of all liens and encumbrances at the applicable closing (other than any purchase money liens taken back by the Selling Stockholder at the closing, if applicable) and at such closing the Selling Stockholder shall deliver certificates representing the Stock so purchased by the Company, the Right Holders, and the Founder, together with all stock powers, assignments, and other documents that may be reasonably required by the Company, the Right Holders, and the Founder purchasing such Offered Shares.
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Sale of Offered Shares. On the terms and subject to the conditions of this Agreement and in reliance on the respective representations, warranties and covenants contained in this Agreement, Seller hereby sells, assigns, conveys, transfers and delivers to Purchaser, and Purchaser hereby purchases from Seller, all of the Offered Shares for the sum of $13,200,000 cash (the "Purchase Price"). Purchaser and Seller agree that 24.4% ($3,220,800) of the Purchase Price is attributable to purchase of the Offered Shares of CS One and 75.6% ($9,979,200) of the Purchase Price is attributable to purchase of the Offered Shares of CS Two.
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Sale of Offered Shares. Subject to compliance with Canadian Securities Laws, without affecting the firm obligation of the Underwriter to purchase from the Corporation 10,345,000 Offered Shares at the Offering Price in accordance with this Agreement, after the Underwriter has made reasonable effort to sell all of the Offered Shares at the Offering Price, the Offering Price may be decreased by the Underwriter and further changed from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Commission to be paid by the Corporation to the Underwriter, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriter to the Corporation. The Underwriter will inform the Corporation if the Offering Price is decreased.
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Sale of Offered Shares. In addition, if an Event of Non-Completion occurs and
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Sale of Offered Shares. If TAC (or, if applicable, the Company) accepts in writing the Offer to purchase all, but not less than all, of the Offered Shares, the closing of the purchase and sale pursuant to such acceptance shall take place at the offices of the Company on the date set forth in the Offer Letter, or at such other place or on such other date as the applicable parties may agree or such later date as may be necessary to obtain any required regulatory approvals. If, upon the expiration of four (4) business days following receipt by TAC of the Offer Letter, TAC (or, if applicable, the Company) elects to not exercise the right of first refusal, the Offering Stockholder may sell to such third party or parties all, but not less than all, of the Offered Shares, for the purchase price and on the other terms and conditions contained in such Offer. Prior to consummating any such sale, the Offering Stockholder shall, upon request from TAC or the Company, provide TAC or the Company with reasonable supporting documentation with respect to the terms and conditions of any such sale to a third party so as to demonstrate such Offering Stockholder's compliance with the provisions of the preceding sentence. If such sale has not been completed within sixty (60) days after the expiration of such four (4) day period, the Offered Shares covered by such Offer may not thereafter be sold by such Offering Stockholder unless the procedures set forth in this Section 4.1 shall have again been complied with.
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Sale of Offered Shares 
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Related to Sale of Offered Shares

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase, Sale and Delivery of Offered Securities 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 sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx, at 10:00 A.M., New York time, on August __, 2000, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from CSFBC given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of the Company, at the above office of Cravath, Swaine & Xxxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Cravath, Swaine & Xxxxx at a reasonable time in advance of such Optional Closing Date.

  • Authorization of the Offered Shares The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.

  • Purchase Sale and Delivery of the Offered Shares (a) The Company agrees to issue and sell to the several Underwriters the Firm Offered Shares upon the terms herein set forth. On the basis of the representations, warranties, and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Offered Shares set forth opposite their names on Schedule A (the “List of the Underwriters”) attached hereto. The purchase price per Firm Offered Share to be paid by the several Underwriters to the Company shall be $[ ] per share (the “Purchase Price”).

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

  • Delivery of the Offered Shares The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

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