Subsidiary Public Offering definition

Subsidiary Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of Employer or another Subsidiary of the Company.
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Subsidiary Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of a Subsidiary of the Company.
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Subsidiary Public Offering means any sale of the common equity securities of any Subsidiary of the Company (or a successor thereto) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission; provided, that none of the following shall be considered a Subsidiary Public Offering: (a) any issuance of common equity securities as consideration for a merger or acquisition, or (b) any issuance of common equity securities or rights to acquire common equity securities to employees of the Company or any its Subsidiaries as part of an incentive or compensation plan.
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Examples of Subsidiary Public Offering in a sentence

  • If, after consummation of a Subsidiary Public Offering, the Company distributes securities of such Subsidiary to members of the Company, then such securities will be treated in the same manner as (but excluding any “preferred” features of the units with respect to which they were distributed) the units with respect to which they were distributed for purposes of Sections 1, 2, 3 and 4 hereof.


More Definitions of Subsidiary Public Offering

Subsidiary Public Offering means any sale of the common equity securities of any Subsidiary of the LLC (or a successor thereto) that produces more than 50% of the LLC’s EBITDA (as defined in the Professional Services Agreement) on a consolidated basis pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission; provided that the following shall not be considered a Subsidiary Public Offering: (i) any issuance of common equity securities as consideration for a merger or acquisition, and (ii) any issuance of common equity securities or rights to acquire common equity securities to employees of the LLC or its Subsidiaries as part of an incentive or compensation plan.
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Related to Subsidiary Public Offering

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Qualified Public Offering means the initial underwritten public offering of common Equity Interests of Holdings or any direct or indirect parent of Holdings or the Company pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

  • Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Community Offering means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within or outside the State of Louisiana as may be selected by the Holding Company and the Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

  • Public-private partnership means an arrangement or agreement, occurring on or after January 1, 2017, between a procurement unit and one or more contractors to provide for a public need through the development or operation of a project in which the contractor or

  • Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

  • Equity Securities means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Real estate related financial transaction means any transaction involving:

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.