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. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up a minimum of $1,000,000 (the "Minimum Amount") and a maximum of $20,000,000 (the "Maximum Amount") of shares of Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares of Common Stock. The Shares and Warrants will be sold in uni...ts (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase 100 shares of Common Stock, at a purchase price of $90 per Unit (the "Original Issue Price"). The Units will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares and the shares of Company common stock ("Common Stock") issuable upon conversion of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 unless extended by the Company in its discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum dated October 15, 2014 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The rights, preferences, powers and other terms of the Series B Preferred Shares are summarized in the Offering Memorandum attached hereto and are set forth in full in the Form of Certificate of Designation of Series B Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 (c) Placement of the Units. The Company intends to offer and sell certain or all of the Units through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) percent of the principal amount of Series B Preferred Shares; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date.View More
Variations of a "The Offering" Clause from Business Contracts
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to an aggregate original principal amount of $10,000,000 of 3.5% Secured Convertible Promissory Notes due 2018 (the "New Secured Notes"), which Notes shall accrue interest on the unpaid principal amount thereof at a minimum of $1,000,000 (the "Minimum Amount") rate equal to three and a maximum of $20,000,000 (the "Maximum Amount") of one-half percent (3.5%) per annum, com...pounded quarterly, and shall mature on June 30, 2018. The New Secured Notes shall be convertible by the holder, at any time, into shares of the Company's Series B C Cumulative Convertible Preferred Stock ("Series C Preferred Stock") at a conversion price of $90.00 per share (the "Series B "Conversion Price"), subject to adjustment for stock, splits, stock dividends and similar transactions with respect to the Series C Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares Stock only. Each share of Common Stock. The Shares and Warrants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase Series C Preferred Stock is currently convertible into 100 shares of Common Stock, the Company's common stock at a purchase current conversion price of $90 $0.90 per Unit (the "Original Issue Price"). share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series C Preferred Stock. The Units New Secured Notes will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares New Secured Notes, the shares of Series C Preferred Stock issuable upon conversion of the New Secured Notes and the shares of Company common stock ("Common Stock") issuable upon conversion of the Shares, the Warrants and the shares of Common Series C Preferred Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units New Secured Notes are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 September 30, 2016, unless further extended by the Company in its discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum dated October 15, 2014 July 28, 2016 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The terms and provisions of the New Secured Notes are set forth in the form of 3.5% Secured Convertible Promissory Note due 2018, attached hereto as Exhibit A. The rights, preferences, powers and other terms of the Series B C Preferred Shares are summarized in the Offering Memorandum attached hereto and Stock are set forth in full in the Form of Certificate of Designation of Series B C Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A B (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 (c) Placement of the Units. New Secured Notes. The Company intends to offer and sell certain or all of the Units New Secured Notes through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units New Secured Notes on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) five percent (5%) of the principal amount of Series B Preferred Shares; Notes; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; (iii) warrants to purchase up to three percent (3%) of the underlying securities at the applicable offering price; and (iii) (iv) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of cash subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, New Secured Notes, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date. (e) Security Agreement. As collateral security for the prompt and complete payment and performance when due of the Company's obligations under the New Secured Notes, the Company will enter into an Amended and Restated Security Agreement with William F. Miller III, as collateral agent for each Purchaser, and each Purchaser in the form attached hereto and made a part hereof as Exhibit C (the "Security Agreement") to grant a security interest in the Company's Collateral (as defined in the Security Agreement) on a pari passu basis with the holders of the Prior Secured Notes (as defined below). View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up to an aggregate original principal amount of $10,000,000 of 10% Secured Convertible Promissory Notes due 2016 (the "Notes"), which Notes shall accrue interest on the unpaid principal amount thereof at a minimum of $1,000,000 (the "Minimum Amount") rate equal to ten percent (10%) per annum, compounded quarterly, and a maximum of $20,000,000 (the "Maximum Amount") of shall ...mature on March 6, 2016. The Notes shall be convertible by the holder, at any time, into shares of the Company's Series B Cumulative Convertible Preferred Stock (the "Series ("Series B Preferred Shares" or "Shares"), Stock") at a conversion price of $90.00 per share (the "Conversion Price"), subject to adjustment for stock, splits, stock dividends and warrants in similar transactions with respect to the form attached hereto as Exhibit Series B (the "Warrants") to purchase up to 22,222,222 shares Preferred Stock only. Each share of Common Stock. The Shares and Warrants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase Series B Preferred Stock is currently convertible into 100 shares of Common Stock, the Company's common stock at a purchase current conversion price of $90 $0.90 per Unit (the "Original Issue Price"). share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. The Units Notes will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares Notes, the shares of Series B Preferred Stock issuable upon conversion of the Notes and the shares of Company common stock ("Common Stock") issuable upon conversion of the Shares, the Warrants and the shares of Common Series B Preferred Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units Notes are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 June 30, 2015, unless further extended by the Company in its discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum dated October 15, 2014 April 22, 2015 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The terms and provisions of the Notes are set forth in the form of 10% Secured Convertible Promissory Note due 2016, attached hereto as Exhibit A. The rights, preferences, powers and other terms of the Series B Preferred Shares are summarized in the Offering Memorandum attached hereto and Stock are set forth in full in the Form of Certificate of Designation of Series B Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A B (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 E-1 (c) Placement of the Units. Notes. The Company intends to offer and sell certain or all of the Units Notes through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units Notes on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) five percent (5%) of the principal amount of Series B Preferred Shares; Notes; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; (iii) warrants to purchase up to three percent (3%) of the underlying securities at the applicable offering price; and (iii) (iv) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of cash subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, Notes, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date. (e) Security Agreement. As collateral security for the prompt and complete payment and performance when due of the Company's obligations under the Notes, the Company will enter into a Security Agreement with James E. Davison, as collateral agent for each Purchaser, and each Purchaser in the form attached hereto and made a part hereof as Exhibit C (the "Security Agreement") to grant a security interest in the Company's Collateral (as defined in the Security Agreement). View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up a minimum of $1,000,000 $500,000 (the "Minimum Amount") and a maximum of $20,000,000 $7,500,000 (the "Maximum Amount") of shares of Series B Cumulative Convertible E Preferred Stock (the "Series B E Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 shares of Common Stock. The Shares and Warr...ants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase 100 shares of Common Stock, "Shares") at a purchase price of $90 $4.00 per Unit share (the "Original Issue Price"). issue Price"), provided that the Offering may be increased, in the sole discretion of the Company. The Units Shares will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), Act"), and/or Rule 506(b) of Regulation D thereunder. Each Purchaser of Shares will receive one warrant in the form attached hereto as Exhibit E (the "Warrant"). The Shares and the shares of Company common stock ("Common Stock") Common Stock issuable upon conversion of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units Shares are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 unless extended by May 15, 2014, although the Company has the right to extend the termination date in its sole discretion to a date not later than December 31, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum Summary dated October 15, April 21, 2014 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The rights, preferences, powers and other terms of the Series B E Preferred Shares are summarized in the Offering Memorandum Summary attached hereto and are set forth in full in the Form of Certificate of Designation of Series B Cumulative Convertible E Preferred Stock attached hereto and made a part hereof as Exhibit A D (the "Certificate of Designation"). The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. E. 1 (c) Placement of the Units. Shares. The Company intends to offer and sell certain or all of the Units Shares through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) percent of the principal amount of Series B Preferred Shares; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. The Company will establish a segregated escrow account (the "Escrow Account") for the deposit of subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date.View More
The Offering. (a) Private Offering. The securities offered by this Agreement are being offered in a private offering (the "Offering") of up a minimum of $1,000,000 (the "Minimum Amount") and a maximum of $20,000,000 $17,000,000 (the "Maximum Amount") of shares of Series B A Cumulative Convertible Preferred Stock (the "Series B A Preferred Shares" or "Shares"), and warrants in the form attached hereto as Exhibit B (the "Warrants") to purchase up to 22,222,222 17,000,000 shares of Common Stock. Stock, provided ...that the Offering may be increased, in the sole discretion of the Company, by up to an additional $2,550,000 to cover over-allotments. The Shares and Warrants will be sold in units (the "Units") with each Unit comprised of (i) one Share and (ii) one Warrant to purchase 100 shares of Common Stock, at a purchase price of $90 $100 per Unit (the "Original Issue issue Price"). The Units will be sold on a "best efforts" basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act" or the "Act"), Act"), and/or Rule 506(b) of Regulation D thereunder. The Shares and the shares of Company common stock ("Common Stock") Common Stock issuable upon conversion of the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") are hereinafter referred to collectively as the "Securities." The Units are being offered solely to a limited number of "accredited investors" as that term is defined in Rule 501(a) of the Securities Act during an offering period (the "Offering Period") commencing on the date hereof and terminating not later than November 21, 2014 January 31, 2014, unless extended by the Company in its sole discretion to a date not later than December 31, through February 28, 2014 (the "Termination Date"). The Offering may be terminated by the Company at any time in its sole discretion. This Agreement, the Exhibits hereto and the Offering Memorandum Summary dated October 15, 2014 November 18, 2013 (including the documents incorporated by reference therein) are hereinafter collectively referred to as the "Offering Documents". (b) Description of Securities. The rights, preferences, powers and other terms of the Series B A Preferred Shares are summarized in the Offering Memorandum Summary attached hereto and are set forth in full in the Form of Certificate of Designation of Series B A Cumulative Convertible Preferred Stock attached hereto and made a part hereof as Exhibit A (the "Certificate of Designation"). The Designation").The terms of the Warrants are summarized in the Offering Summary attached hereto and as set forth in full in the Form of Warrant attached hereto and made a part hereof as Exhibit B. 1 (c) Placement of the Units. The Company intends to offer and sell certain or all of the Units through the efforts of its own officers and personnel without the payment of a brokerage commission or sales incentives. However, the Company also reserves the right to engage the services of one or more registered broker-dealers serving as a placement agent (a "Placement Agent") to offer and sell the Units on a best-efforts basis, and in connection with sales to investors introduced to the Offering through the efforts of such Placement Agent(s), if at all, the Company will agree to pay to the Placement Agent: (i) a placement fee of up to seven (7%) five (5%) percent of the principal amount of Series B A Preferred Shares; (ii) a one-time retainer in such amount or amounts as may be determined in the discretion of the Company; and (iii) such amounts as are necessary to cover the reasonable and ordinary out-of-pocket expenses of the Placement Agent. (d) Escrow Account. Agent. The Company will establish a segregated escrow account with an independent escrow agent (the "Escrow Account") Agent") for the deposit of subscriptions. Unless the Minimum Amount of Shares and Warrants has been sold by the termination of the Offering, subscriptions will be cancelled and the Company will instruct the Escrow Agent to return all proceeds promptly to subscribers in full without interest or deduction. Upon the acceptance of subscriptions for at least the Minimum Amount of Shares and Warrants, the Company may conduct an initial closing of the Offering and thereafter, may conduct any number of additional closings until the Termination Date. termination date. View More
