Following an Initial Public Offering Sample Clauses

Following an Initial Public Offering. In the event of an IPO which does not constitute a Change of Control, any unvested Performance-Vesting Options shall remain outstanding and remain subject to the same vesting schedule set forth herein, and from and after the date of an IPO, if , then the Performance-Vesting Options shall vest in full , subject to the Optionee remaining in a continuous Service Relationship from the Vesting Commencement Date through the end of such period.
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Following an Initial Public Offering any Holder may assign its rights hereunder to persons who acquire Registrable Securities (and the same remain Registrable Securities after such acquisition) from such Holder, provided that no such assignment shall be binding upon or obligate the Company or the Holders hereunder to any such assignee unless and until the Company shall have received notice of such assignment and a written agreement of the assignee to be bound by the provisions of this Agreement (it being understood that the Company shall deliver such notice and agreement to the other Holders hereunder).
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Following an Initial Public Offering. Any time after the date on which InterVU consummates an Initial Public Offering which is during the Exclusive Term, NBC may terminate this Agreement without cause by giving ninety (90) days prior written notice to InterVU. Any such notice must be accompanied by, and actual termination of this Agreement at the end of the ninety (90) days shall be expressly conditioned upon, NBCI's or NBC's return, for no compensation, of either (i) all of the shares of InterVU Common Stock held by each party, or both parties, if such termination becomes effective prior to the date which is three (3) months following the Effective Date and NBC has not for at least a three (3) month period complied with the intent of this Agreement or, at a minimum, displayed a button or link containing a copy of the InterVU Logo somewhere on NBC.xxx, xxe location of which shall be selected by NBC in its sole discretion, or (ii) 600,000 shares of InterVU Common Stock if such termination becomes effective at any other time during the first two (2) years of the Exclusive Term; provided, however, that neither NBCI nor NBC shall be required to return any such Common Stock until such date as NBC receives all of the Prepayments owed pursuant to Sections 4.4 and 4.5.1.
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Following an Initial Public Offering. For each full calendar month, or pro rated portion thereof, beginning on date on which InterVU consummates an Initial Public Offering, NBC shall reimburse InterVU for the Costs, if any, actually incurred by InterVU in connection with the actual delivery of NBC Audio/Video Clips as described hereunder during each calendar month; provided, however, that NBC shall only be required to reimburse Costs in excess of $10,000 per month in the aggregate if either (i) such Costs are approved by NBC in writing in advance or (ii) are incurred by InterVU in connection with projects, operations or activities that have been approved by NBC in advance in a writing which describes the amount of additional Costs which will be incurred in connection with such projects, operations or activities.
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Following an Initial Public Offering. From and after the date of an IPO, if the average closing trading price for Shares on the exchange on which the Shares are then listed over any ten (10) day trading period equals or exceeds the Liquidity Threshold Price, then the Performance Option shall vest in full immediately following the end of such ten (10) day trading period, subject to the Participant’s continued employment by the Company or a Subsidiary through the end of such period.
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Following an Initial Public Offering. Xxxxx shall promptly inform UIRF of the consummation of an initial public offering of the Common Stock of Xxxxx pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (an “IPO”). At any time after the consummation of an IPO (the “Option Trigger Date”), UIRF may, during the Conversion Period as defined below, elect to convert all or part of each outstanding Deferred Payment (including interest thereon) into shares of the Common Stock of Xxxxx by executing and delivering to Xxxxx the form of subscription agreement (the “Subscription Agreement”) attached to this Amendment as Exhibit A, specifying therein the Deferred Payment(s), and the aggregate amount(s) thereof, to be converted. For purposes of this Paragraph 11.1.2, the Conversion Period shall commence on the Option Trigger Date and terminate on the later of (i) six months following such Option Trigger Date or (ii) six months following the expiration of any applicable Lock-Up to which UIRF may be bound pursuant to Section 2(f) of the Subscription Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
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Following an Initial Public Offering the term Change in Control shall mean (i) a sale, assignment, transfer or other disposition of securities in one or more related transactions where the shareholders immediately prior to such transaction cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities; (ii) a merger, consolidation, reorganization or similar corporate event in which the shareholders immediately prior to such transaction cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities or 51% or more of the total combined voting power of the resultant corporation or entity if the Company does not survive such transaction; or (iii) the sale, transfer, assignment or other disposition of all or substantially all of the Company's property, assets or business to one or more unrelated parties. The term Initial Public Offering shall mean an initial public offering of the Company's Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission.
Sample 1
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Related to Following an Initial Public Offering

  • 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.

  • 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

  • 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.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

  • 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.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Raising of the Capital in Connection with the Initial Business Combination If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

  • 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.

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