Contemplated Public Offering Sample Clauses

Contemplated Public Offering. If requested by the Lead Managing Underwriter, American Cyanamid agrees to execute an agreement similar to that set forth in this Section 2.1 addressed to the Lead Managing Underwriter. The Company shall be expressly entitled to enforce the provisions of this Section 2.1
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Contemplated Public Offering the proposed offering of shares of Common Stock contemplated by the 1997 SB-2, the proceeds of which will be used in part to repay the Loan, if not theretofore repaid.
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Contemplated Public Offering. The Company has no reason to believe that it will be unable to consummate the Contemplated Public Offering. The Company has neither withdrawn the Contemplated Public Offering nor received notification from the Underwriters (as defined in the 1997 SB-2) of any event that could adversely affect the Contemplated Public Offering.
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Contemplated Public Offering. Ladies and Gentlemen: Reference is made to the Registration Rights Agreement (“Agreement”), dated as of January 31, 2002, by and between Verint Systems Inc., a Delaware corporation (the “Company”), and Comverse Technology, Inc., a New York corporation (“Comverse”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Agreement. Comverse, effective July 15, 2010, made a Demand, pursuant to Section 2.1(a) of the Agreement, that the Company prepare and file with the Commission a Registration Statement on Form S-1 so as to permit the public offering and sale of Registrable Securities. Comverse proposes to have up to 2,800,000 Registrable Securities registered and to effect the disposition thereof in an underwritten offering. The parties have agreed that Comverse will have the right to appoint the “left” bookrunner for the offering and Verint will have the right to appoint a “right” bookrunner. In addition, Verint will have the right to appoint up to two co-managers, it being understood that Verint will consult with Comverse and the “left” bookrunner in connection with the appointment of such co-managers. Comverse reserves the right to adjust the number of Registrable Shares for inclusion in the offering to take into account any changes in the capitalization of the Company. This letter also confirms our understanding and agreement with respect to the single public offering contemplated hereby that (i) the Company has elected not to exercise its right to delay the Demand Registration contemplated hereby pursuant to Section 2.1(c) of the Agreement and (ii) the Company will not exercise its piggyback registration rights with respect to the offering contemplated hereby without the prior written consent of Comverse provided that the offering contemplated hereby is consummated within thirty calendar days following the declaration of the effectiveness of the registration statement. The parties hereto agree, subject to the withdrawal right set forth in Section 2.1(e) of the Agreement and reasonable delay resulting from adverse market conditions or the inability of the Company to hold a shareholders meeting due solely to delays, if any, resulting from the SEC review and comment process on the proxy statement, to use commercially reasonable efforts to cause the Registration Statement contemplated hereby to be declared effective as soon as reasonably practicable after the filing thereof with the Securities and Exchange Commission. ...
Sample 1
Contemplated Public Offering. If requested by the Lead Managing Underwriter, Firemen's Insurance and National-Ben each agree to execute an agreement similar to that set forth in this Section 4.1 addressed to the Lead Managing Underwriter. The Company shall be expressly entitled to enforce the provisions of this Section 4.1 on behalf of the Lead Managing Underwriter. This Section 4.1 shall be effective only upon the execution of a similar provision by American Cyanamid Company.
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Related to Contemplated Public Offering

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Consummation of Sale Upon Closing in Escrow, subject to the terms and conditions of this Agreement, the Company will be obligated to purchase the Stock, and the Shareholders will be obliged to sell the Stock, at the purchase price specified in Section 1.3 below, on the Closing Date specified in Section 1.4 below.

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Terms of Public Offering The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus.

  • Consummation of Sale and Purchase During the Supplemental Purchase Period with respect to the Additional Loans (and thereafter with respect to Substituted Loans), the sale and purchase of Eligible Loans pursuant to an Additional Purchase Agreement shall be consummated upon (i) Funding's receipt from VL Funding and the VL Funding Eligible Lender Trustee of a fully executed copy of the related Additional Purchase Agreement; and (ii) the payment by Funding to VL Funding of the related Purchase Price. Upon consummation, such sale and purchase shall be effective as of the date of the related Additional Xxxx of Sale. VL Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the related Additional Purchase Agreement with respect to each Additional Loan.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

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