Private Offering

Private Offering. Shall have the meaning assigned to it in the fourth recital hereof.

Private Offering. Shall mean a private placement of the Company's ----------------- securities in which the Company receives gross proceeds of no less than $3,000,000, and (ii) the effective purchase price of the Common Stock securities sold in the Private Offering is $1.50 or more per share (subject to adjustment for stock splits, etc.)

Private Offering. Means a private offering of securities of Acquiror following the Merger.

Private Offering. Means the Company's offering of Common Stock to accredited investors, which is exempt from registration pursuant to Regulation D under the Securities Act of 1933, pursuant to a private placement memorandum dated September 9, 2024, as updated from time to time.

Private Offering. Has the meaning set forth in the recitals to this Agreement.

Private Offering. The offering of shares of Common Stock in a private offering consummated on the date of this Amendment

Private Offering. Means the private offering of Preferred Stock pursuant to the Memorandum.

Private Offering. Means the offer and sale of Class N Common Shares by the Company in a private offering not registered under the Securities Act pursuant to the Memorandum.