Example ContractsClausesOffering
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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. 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).

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No Integrated Offering. 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 in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the

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No Integrated Offering. Neither , 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 Purchase Shares to be integrated with prior offerings by in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of are listed or designated. The issuance and sale of the Purchase Shares hereunder does not contravene the rules and regulations of the Principal Market. During the Term, may issue shares pursuant to an active “at-the-market” offering program or pursuant to other transactions in exchange for real property or services, subject to the rules and regulations of the Principal Market only provided such other “at-the market” offering program or other transactions are not conducted or closed on the next Business Day following a Put Closing Date and is not in excess of 9.99% of the daily trading volume of the Common Stock on the Principal Market for each of the five (5) Business Days following such Put Closing Date, unless waived by .

Initial Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of a MERGER of Securities.

No Integrated Offering. 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 in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the securities issuable pursuant to this agreement to the Investors. The issuance of the securities issuable pursuant to this agreement to the Investors will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities or the Securities Act.

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Regulation D Offering. The offer and issuance of the 2024 Secured Notes to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(a)(2) or Section 4(a)(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. agrees to timely file a Form D with respect to the 2024 Secured Notes as required under Regulation D and to provide a copy thereof upon request of any Subscriber. shall take such action as it shall reasonably determine is necessary in order to obtain an exemption, or to qualify, the 2024 Secured Notes for issuance to the Subscribers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.

The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, # not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and # to execute any agreement necessary to effect [clause (i) above] as may be requested by the Company or the managing underwriters at the time of such offering.

Offering Launch” for an Offering means the earliest of # the filing of a preliminary prospectus (or prospectus supplement) that is intended to be distributed to potential investors in the Offering, # the public announcement of the commencement of the Offering or # if applicable, the entry into a binding agreement to sell securities being sold in the Offering to the underwriters for the Offering.

Notwithstanding anything in this Offering Document to the contrary, but subject to the terms of the Plan, if the Authorized Officer determines that the operation of an Offering and/or the terms of this Offering Document may result in unfavorable financial accounting or regulatory consequences for the Company, then the Authorized Officer may, in its discretion and, to the extent necessary or desirable, modify or amend the Offering and/or the terms of this Offering Document to reduce or eliminate such adverse accounting or regulatory consequence including, but not limited to: # altering the purchase price of ADSs to be acquired pursuant to rights granted under the Plan for any Offering, including an on-going Offering; # shortening any Offering so that the Offering ends on a new Purchase Date, including an on-going Offering; and # allocating ADSs. The actions of the Authorized Officer pursuant to this paragraph will not be considered to alter or impair the Purchase Rights granted under this Offering as they are part of the initial terms of each Offering and the Purchase Rights granted under this Offering Document.

The first Offering hereunder (the “Initial Offering”) will begin on such date as the Authorized Officer shall determine and will consist of one Purchase Period that ends on August 17, 2018. Following the Initial Offering, a new Offering will automatically begin on August 20 and February 20 thereafter over the term of the Plan and each new Offering will be approximately six months in duration. Each Offering will consist of one Purchase Period approximately six months in duration with each Offering and Purchase Period ending on February 19 and August 19 each year. Each Purchase Date will be the last day of a Purchase Period and an Offering.

"Offering" means any offering and sale of any Shares.

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