Note Offering Sample Clauses

A Note Offering clause defines the terms and conditions under which debt securities, known as notes, are made available to investors. It typically outlines the amount, interest rate, maturity date, and any special features or covenants associated with the notes being offered. This clause ensures that all parties understand the specific details of the note issuance, providing transparency and legal clarity to both the issuer and potential investors.
Note Offering. Purchaser or Oak Tree shall have received the proceeds from the Note Offering.
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Note Offering. Simultaneously with the Closing, the Company shall have completed the offering of its Senior Secured First Mortgage Notes due 2008 and shall have consummated the acquisition of MetalsCo. and related assets.
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Note Offering. The proceeds of the offering of $80,000,000 aggregate principal amount of 9 1/2% Senior Subordinated Notes due 2004 (the "Notes") have been or are concurrently being made available to Acquisition.
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Note Offering. (a) Within 5 days of the Closing Date, the Company shall use its best efforts to exchange all of its outstanding shares of Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, and Series J Preferred Stock for junior secured convertible promissory notes in the aggregate amount of up to approximately $7.0 million, and to sell up to $750,000 of such notes for cash, such notes to bear interest at an interest rate equal to 4% per annum, mature on the 12 months anniversary of issue date, and be secured by a first priority security interest in all collateral of the Company not previously pledged to the existing senior lender to the Company (the “Notes”) and be convertible into Common Stock at a conversion price of $0.60 per share. (c) The Company shall prepare and within 30 days file a registration statement with the Commission on Form S-3, if available, or Form S-1, if Form S-3 is not available (the “Registration Statement”), to register the resale of the shares of Common Stock issuable upon conversion of the Notes and all shares referenced in section 10 hereof (the “Conversion Shares”) such registration to be declared effective within 60 days of the Closing Date (the “Filing Date”). The Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in any event, by 45 days following the Filing Date. The Company shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until all Conversion Shares covered by such Registration Statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144.
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Note Offering. The Note Offering shall be consummated and the Administrative Agent shall have received copies of the executed Indenture certified as true and correct by an Authorized Officer.
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Note Offering. In conjunction with the Closing, Parent shall have a first closing of the Private Placement Offering.
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Note Offering. The Company is offering a minimum of One Hundred (100) and up to a maximum of Six Hundred (600) Notes at Five Thousand ($5,000) Dollars per Note, with a minimum subscription of two (2) Notes (the “Offering”). The minimum aggregate loan to the Company will be Five Hundred Thousand ($500,000) Dollars and the maximum aggregate loan to the Company from this Offering will be Three Million ($3,000,000) Dollars. Notes are convertible at maturity to Common Stock (equity units), based on the following tiered raise benchmarks: Tier 1 - $10,000 - $500,000 Raised: $0.20 Shares Per Unit Tier 2 - $510,000 - $1,500,000 Raised: $0.40 Shares Per Unit Tier 3 - $1,510,000 - $3,000,000 Raised: $1.00 Shares Per Unit The Offering is being made to a limited number of Investors pursuant to an exemption available under the Securities Act of 1933 (the “Act”), specifically Rule 506(c) promulgated under Regulation D, and under certain other laws, including the securities law of certain states.
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Note Offering. The Company is offering a minimum of One (1) and up to a maximum of One Hundred and Twenty Five (125) Notes at One Million ($1,000,000) Dollars per Note, with a minimum subscription of one (1) Note (the “Offering”). The minimum aggregate loan to the Company will be One Million ($1,000,000) Dollars and the maximum aggregate loan to the Company from this Offering will be One Hundred and Twenty Five ($125,000,000) Dollars. The Offering is being made to a limited number of investors pursuant to an exemption available under the Securities Act of 1933 (the “Act”), specifically Rule 506 promulgated under Regulation D, and under certain other laws, including the securities law of certain states.
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Related to Note Offering

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • The Offering In accordance with the plan of conversion adopted by its Board of Directors (the "Plan"), the Company will offer and sell up to 714,200 shares of its common stock, par value, $.01 per share (the "Shares" or "Common Stock"), in a subscription offering (the "Subscription Offering") to (1) depositors of the Bank with account balances of $50.00 or more as of December 31, 1998 ("Eligible Account Holders"), (2) depositors of the Bank with account balances of $50.00 or more as of September 30, 2001 ("Supplemental Eligible Account Holders"), (3) depositors of the Bank as of the close of business on ___________, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"), and (4) employees, officers and directors of the Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Subscription Offering, the Company is offering for sale in a direct community offering (the "Community Offering" and when referred to together with the Subscription Offering, the "Subscription and Community Offering") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public, with preference given to natural persons residing in the Illinois county of DuPage ("Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers arrangement (the "Public Offering") (the Subscription Offering, Community Offering and Public Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Public Offering. The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price").

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase Sale and Delivery of the Offered Securities Unless otherwise specified in the Underwriting Agreement, payment for the Offered Securities shall be made by certified or official bank check or checks payable to the order of the Depositor in immediately available or next day funds, at the time and place set forth in the Underwriting Agreement, upon delivery to the Representative for the respective accounts of the several Underwriters of the Offered Securities registered in definitive form and in such names and in such denominations as the Representative shall request in writing not less than five full business days prior to the date of delivery. The time and date of such payment and delivery with respect to the Offered Securities are herein referred to as the "Closing Date".

  • Exchange Offer (a) Parent and the Company shall (and shall cause each other Guarantor to) (i) prepare and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a registration statement (the “Exchange Registration Statement”) on an appropriate form under the Securities Act with respect to an offer (the “Exchange Offer”) to the Holders of Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of Exchange Notes, (ii) use their commercially reasonable efforts to cause the Exchange Registration Statement to become effective as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date, (iii) use their commercially reasonable efforts to keep the Exchange Registration Statement effective until the consummation of the Exchange Offer in accordance with its terms, and (iv) commence the Exchange Offer and use their commercially reasonable efforts to issue on or prior to 30 days after the date on which the Exchange Registration Statement is declared effective, Exchange Notes in exchange for all Notes tendered prior thereto in the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that (i) the Exchange Offer does not violate any law or applicable rule, regulation or interpretation of the staff of the SEC, (ii) no action, suit or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair the ability of the Company to proceed with the Exchange Offer, and no material adverse development shall have occurred in any existing action, suit or proceeding with respect to the Company and (iii) all governmental approvals shall have been obtained, which approvals the Company reasonably deems necessary for the consummation of the Exchange Offer. (b) The Exchange Notes shall be issued under, and entitled to the benefits of, (i) the Indenture or a trust indenture that is identical to the Indenture (other than such changes as are necessary to comply with any requirements of the SEC to effect or maintain the qualifications thereof under the TIA) and (ii) the Collateral Agreements.