Placements Contract Clauses (1,219)

Placements. Each time that the Company wishes to issue and sell Placement Notes hereunder (each, a "Placement"), it will notify MLV by email notice (or other method mutually agreed to in writing by the Company and MLV) of the number or principal amount of Placement Notes, the time period during which sales are requested to be made, any limitation on the number or principal amount of Placement Notes that may be sold in any one day and any minimum price below which sales may not be made (a "Placement... Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a 2 copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Notes thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to MLV in connection with the sale of the Placement Notes shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor MLV will have any obligation whatsoever with respect to a Placement or any Placement Notes unless and until the Company delivers a Placement Notice to MLV and MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding anything to the contrary herein, the Company shall not request MLV to sell, and MLV shall not sell, Notes at an Adjusted Purchase Price (defined below) lower than the Minimum Price. For purposes hereof, the "Minimum Price" means an amount equal to (a) the principal amount of the Notes, reduced by (b) one-fourth of 1% (0.25%) of the principal amount, multiplied by the number of complete years to maturity; provided, however, that the foregoing limitation shall not apply to a sale of Notes on any date on or prior to October 31, 2013, on which the yield on the $25,000,000 aggregate principal amount of Notes issued by the Company on May 1, 2013, based on their fair market value, is equal to or less than 7.285%. For purposes hereof, the "Adjusted Purchase Price" means the sales price of the Notes reduced by any amounts attributable to pre-issuance accrued interest. View More

Placements. Each time that the Company wishes to issue and sell Placement Notes hereunder (each, a "Placement"), it will notify MLV by email notice (or other method mutually agreed to in writing by the Company and MLV) of the number or principal amount of Placement Notes, the time period during which sales are requested to be made, any limitation on the number or principal amount of Placement Notes that may be sold in any one day and any minimum price below which sales may not be made (a "Placement... Notice"), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a 2 copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from MLV set forth on Schedule 3, as such Schedule 3 may be amended from time to time. Provided that the Company is otherwise in compliance with the terms of this Agreement, the Placement Notice shall be effective immediately upon receipt by MLV unless and until (i) MLV declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Notes thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to MLV in connection with the sale of the Placement Notes shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor MLV will have any obligation whatsoever with respect to a Placement or any Placement Notes unless and until the Company delivers a Placement Notice to MLV and MLV does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. Notwithstanding anything to the contrary herein, the Company shall not request MLV to sell, and MLV shall not sell, Notes at an Adjusted Purchase Price (defined below) lower than the Minimum Price. For purposes hereof, the "Minimum Price" means an amount equal to (a) the principal amount of the Notes, reduced by (b) one-fourth of 1% (0.25%) of the principal amount, multiplied by the number of complete years to maturity; provided, however, that the foregoing limitation shall not apply to a sale of Notes on any date on or prior to October 31, 2013, on which the yield on the $25,000,000 aggregate principal amount of Notes issued by the Company on May 1, 2013, based on their fair market value, is equal to or less than 7.285%. For purposes hereof, the "Adjusted Purchase Price" means the sales price of the Notes reduced by any amounts attributable to pre-issuance accrued interest. View More