The Offering Clause Example with 4 Variations from Business Contracts
This page contains The Offering clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to the aggregate principal amount of F...irm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.View More
Variations of a "The Offering" Clause from Business Contracts
The Offering. Upon On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions of this Agreement, the Company hereby appoints the Underwriter as its sole and exclusive agent for the purpose of selling, in accordance with the terms and conditions hereof, the Firm Shares. The Underwriter hereby accepts such agency and agree to use its best efforts to sell the Firm Shares on said terms and conditions. All Firm Shares to be offered and sold in the Offer...ing shall be sold through the Underwriter, as agent for the Company, and the Underwriter agrees to use its best efforts to sell the Firm Shares as agent for the Company, at the price per share set forth in Schedule A hereto. In consideration for the Underwriter's efforts under this Section, the Company agrees to pay the Underwriter the commission (the "Selling Commission") set forth in Schedule A hereto. The Underwriter may reject any offer to purchase the Firm Shares made through the Underwriter or a selected dealer in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreements contained herein. This is strictly a "best efforts" offering and there is no minimum contingency of a specific number of Firm Shares which must be sold prior to proceeding with a closing and the Underwriter is not required to purchase any Shares that are not sold or for which Purchasers have not paid in the Offering. The Company will not sell or agree to sell any of the Firm Shares otherwise than through the Underwriter until after the Closing Date. In the event any of the Company or any of its executive officers is contacted directly or indirectly by prospective Purchasers of the Firm Shares, the Company will promptly forward the names of such prospective Purchasers to the Underwriter. In addition, the Company hereby grants to the Underwriter, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees option to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each sell, as agent of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, Shares, for the sole purpose of covering sales in excess of the number of Firm Shares, at the same Purchase Price to be paid price per share as sold by the Underwriters Underwriter for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). Shares. This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount number of Additional Notes Shares as to which the option is being exercised exercised, (ii) the names and (ii) denominations in which the certificates will be delivered and (iii) the date, time and place at which such Additional Notes are to certificates will be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If determined necessary in the judgment of the Underwriter, the Shares being sold to the Purchasers shall be evidenced by the execution of the Subscription Agreements by each of the Purchasers and the Company. View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, Underwriter, the aggregate principal amount of Firm Notes set forth opposite Shares and the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to the aggrega...te principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. hereto. In addition, the Company hereby grants to the several Underwriters Underwriter the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, at the same Purchase Price to be paid by the Underwriters Underwriter for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters Underwriter at any time and from time to time in whole or in part by written notice from the Representative Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to hereto the aggregate princip...al amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, for the sole purpose of covering overallotments made in the offering of the Firm Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, Shares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the "Purchase Price") set forth in Schedule B here to hereto the aggregate princip...al amount of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes Shares to be purchased by each of them, all or a portion of the Additional Notes, Option Shares, at the same Purchase Price to be paid by the Underwriters for the Firm Notes Shares (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes Option Shares as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes Option Shares are to be delivered (such date, the "Additional Closing Date" and such time of such date, the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes Option Shares to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes Option Shares being purchased as the number of Firm Notes Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Notes, Shares, subject to adjustment in accordance with Section 7 hereof. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. View More
