Offering. If the staff of the SEC (the "Staff) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to [Section 2(a)], the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with [Section 2(c)] until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company's obligations to register Registrable Securities (and any related conditions to the Investor's obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this [Section 2(d)].
Offering. The Company is offering to the undersigned the Units at a price of $_0.90 per Unit multiplied by the number of Units set forth next to the undersigned’s name below (the “Purchase Price”).
Offering Services. The Advisor shall manage and supervise:
Offering Date. The offering period of this Plan (the "Offering Period") shall be of twelve (12) months duration commencing on January 1 of each year and ending on December 31 of each year (the “Expiration Date”), or such other period as may be established by the Administrator for a particular offering prior to such offering.
circumstances under which they were made, not misleading.
On , the Board delegated Adam Meister, Chief Financial Officer of the Company (the “Authorized Officer”), the authority to act as administrator of the Plan, including the authority to authorize, amend and terminate Offerings.
No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in [Section 3.2], neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of # the Securities Act which would require the registration of any such securities under the Securities Act, or # any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.
No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates,
Reduction Following Public Offering. If # before or after the second (2nd) anniversary of Term Commencement Date, the stock of Tenant has been issued in a public offering and is sold on a public stock exchange at a net price which equates to a market capitalization of at least , # the second (2nd) anniversary of the Term Commencement Date has occurred, and # no monetary Event of Default has occurred during the twelve (12) month period preceding such public offering or the second (2nd) anniversary of the Term Commencement Date, whichever date is later (the Public Offering LC Reduction Conditions), then the Letter of Credit Amount shall be reduced to if the Public Offering LC Reduction Conditions are satisfied, and provided that Tenant tenders the replacement or amended Letter of Credit to Landlord satisfying each and all of the requirements set forth in this Paragraph 20, Landlord shall exchange the Letter of Credit then held by Landlord for the replacement Letter of Credit tendered by Tenant or accept and acknowledge the amendment to the Letter of Credit then held by Landlord, as applicable. If, following the satisfaction of the Public Offering LC Reduction Condition, Tenant maintains four (4) consecutive quarters during which its market capitalization is at least , then the Letter of Credit Amount shall be reduced to zero and eliminated as a requirement hereunder.
Certain terms of the Offering are as follows:
Limitation on Offering Materials. The Company has not prepared, made, used, authorized, approved or distributed and will not, and will not cause or allow its agents or representatives to, prepare, make, use, authorize, approve or distribute any written communication (as defined by Rule 405 of the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities, or otherwise is prepared to market the Securities, other than # the Time of Sale Document, # the Final Offering Memorandum and # any electronic roadshow or other written communication (as defined by Rule 405 of the Securities Act) used in accordance with [Section 5(c)] hereof (each such communication by the Company or its agents or representatives described in this [clause (iii)] and listed on [Schedule III] hereto, a Company Additional Written Communication).
Organizational and Offering Services. The Advisor shall generally perform all services related to the organization of the Company or any Offering of the Company’s securities, other than services that # are to be performed by the Dealer Manager, # the Company elects to perform directly or # would require the Advisor to register as a broker-dealer with the SEC or any state. The Advisor shall specifically manage and supervise:
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