Excluded Offering definition

Excluded Offering means (a) an offering relating solely to dividend reinvestment plans or stock option or other employee benefit plans, (b) any merger, consolidation or acquisition, (c) any exchange or tender offer, whether with existing security holders of ATC or any other Person, or (d) a firm underwritten offering relating solely to convertible securities or units consisting of securities senior to Common Stock and warrants, options and rights to acquire Common Stock in which the managing underwriters shall have objected to the inclusion of any Registrable Securities.

Excluded Offering means any registration requested by Waha AC Coöperatief U.A. pursuant to the Waha Registration Rights Agreement.

Excluded Offering has the meaning ascribed to such term in Section 3.5(e).

Examples of Excluded Offering in a sentence

• By example, if during Phase I-A the Company has issued to the Purchaser 100,000 shares at US$0.30 per share for US$30,000, and then the Company issues during Phase I-A shares at US$0.20 per share other than in an Excluded Offering, the Company would issue an additional 50,000 shares to the Purchaser (US$30,000/US$0.20 = 150,000 shares, less 100,000 shares).

• Out of the proceeds of each Closing, other than in an Excluded Offering, the Company also agrees to pay Xxxxxxxxxx a non-accountable expense allowance of the greater of (a) 1% of the gross proceeds raised in such Offering and (b) $50,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement).

• In the event Borrower proposes to conduct an offering (other than an Excluded Offering) after the Closing Date, whether by means of a private placement, underwritten offering or other offering, Borrower shall give Lenders not less than 20 days’ advance written notice of the proposed offering, including a description of the securities, the price per share or other unit, the plan of distribution and date of commencement.

• Notwithstanding the foregoing, Xxxxxxxxxx shall not be entitled to any fee for any proceeds received from any Excluded Offering.

• During Xxxxxxxxxx’x engagement hereunder: (i) the Company will not, and will not permit its representatives to, other than in coordination with Xxxxxxxxxx, contact or solicit institutions, corporations or other entities or individuals as potential purchasers of the Securities, other than in connection with any potential Excluded Offering and (ii) the Company will not pursue any financing transaction, other than any Excluded Offering, which would be in lieu of an Offering.

More Definitions of Excluded Offering

Excluded Offering means any registration requested by American International Group, Inc. or any Investor (as defined in the AIG Registration Rights Agreement) pursuant to the AIG Registration Rights Agreement.

Excluded Offering means any registered public offering of Ordinary Shares effected pursuant to the terms of Section 9 of this Agreement in which any member of the Investor Group sells any of such member’s Ordinary Shares.

Excluded Offering means: (i) the issuance of Common Stock pursuant to options, warrants or convertible securities outstanding on the date of this Agreement; and (ii) the sale of Common Stock upon the exercise of options or warrants issued after the date of this Agreement principally for compensatory purposes.

Excluded Offering means: (a) the IPO, and (b) an offering of securities by the Company: (i) in connection with any employee stock option or other benefit plan; (ii) in connection with a dividend reinvestment plan; (iii) that are convertible into equity securities of the Company.

Excluded Offering means (i) the Company's initial public offering of equity securities, (ii) the Initial Public Offering (if different from the offering referred to in clause (i)) and (iii) any offering of securities on Form S-4 or Form S8, or any successor form, under the Securities Act.

Excluded Offering means a public offering of Company Shares (or securities convertible into, or exchangeable or exercisable for Company Shares, or which have voting rights or participation features with Company Shares) (i) pursuant to any stock purchase plan, dividend reinvestment plan, stock ownership plan, or stock option or equity compensation or incentive plan or other similar plan where stock is being offered or issued, directly or indirectly, to or for the benefit of any employees, potential employees, officers, directors, agents or consultants of the Company and/or its subsidiaries, or (ii) made as consideration pursuant to an acquisition or business combination (whether a merger, consolidation, share exchange or otherwise), a partnership or joint venture or strategic alliance or investment by the Company or similar non-capital raising transaction (but not an offering to raise capital or monies to pay the purchase consideration for such an acquisition).

Excluded Offering means any registered public offering of Ordinary Shares effected pursuant to the terms ofSection 9 of this Agreement in which any member of the Investor Group sells any of such member’s Ordinary Shares.