Form of Initial Public Equity Offering Sample Clauses

Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock (as defined in Section 5.01(l) (other than the class to which the Shares belong) without amending the terms of the Company’s certificate of incorporation to provide that the Common Stock is convertible into the class of Capital Stock subject to the Initial Public Equity Offering (the “Subject Class”) on a share-for-share basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Common Stock.
Sample 1See All (4)
AutoNDA by SimpleDocs
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock (other than the Shares) without amending the terms of the Company's certificate of incorporation to provide that the Shares are convertible into the class of Capital Stock subject to the Initial Public Equity Offering (the "Subject Class") on a share-for-share basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Shares.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock (as defined below) (other than the class of Capital Stock into which the Warrants are exercisable) without adopting any amendments to the terms of the Company's articles of incorporation that may be necessary to provide that the Warrant Shares are convertible into such class of Capital Stock subject to the Initial Public Equity Offering (the "Subject Class") on a share-for-share basis or other equitable basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Warrant Shares.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it shall not make an Initial Public Equity Offering of any class of its Capital Stock (other than the class of Capital Stock into which the Warrants are exercisable) without adopting such amendments to the terms of the Company's Articles of Incorporation as may be necessary to provide that the Warrant Shares are convertible into the class of Capital Stock subject to the Initial Public Equity Offering (the "SUBJECT CLASS") on a share-for-share or other equitable basis; PROVIDED that the rights, conditions and privileges attaching to the Subject Class as compared to the rights, conditions and privileges attaching to the Common Stock into which such Warrants would be convertible on the date hereof (if the Warrants were immediately exercisable) would not adversely affect holders of the Warrant Shares; it being understood that the Capital Stock into which the Warrants shall be convertible (a) shall represent the same economic interests, but may not have the same voting rights, in the Company as the Common Stock outstanding on the date hereof and (b) shall be identical to the class of Capital Stock issued and sold by the Company in the Initial Public Equity Offering, if any.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class or series of its Capital Stock (as defined below) (other than the class of Capital Stock into which the Warrants are then exercisable) without (a) adopting any amendments to the terms of the Company's articles of incorporation that may be necessary to provide that the Warrant Shares are convertible into such class or series of Capital Stock subject to the Initial Public Equity Offering (the "SUBJECT CLASS") on a share-for-share basis or other equitable basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Warrant Shares and (b) offering to holders of the Warrants the right to convert their Warrants into warrants to purchase shares of the Subject Class on a share-for-share basis or other equitable basis. Such conversion rights shall be on terms and conditions determined by the Company's Board of Directors in it sole discretion to be fair and reasonable.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock other than the principal class and series of Capital Stock into which the Warrants are then exercisable.
Sample 1

Related to Form of Initial Public Equity Offering

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • 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.

  • Offerings Pursuant to Offering Circular In the case of any Offering of Securities, other than a Registered Offering, which is made pursuant to an offering circular or other document comparable to a prospectus in a Registered Offering, we will make available to you as soon as practicable after sufficient copies are made available to us by the issuer of the Securities such number of copies of each preliminary offering circular and of the final offering circular relating thereto as you may reasonably request. You agree that you will comply with applicable Federal, state and other laws, and the applicable rules and regulations of any regulatory body promulgated thereunder, governing the use and distribution of offering circulars by brokers or dealers. You agree that in purchasing Securities pursuant to an offering circular you will rely upon no statements whatsoever, written or oral, other than the statements in the final offering circular delivered to you by us. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriters to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities.

  • Terms of Public Offering The Company is 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. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Priority on Demand Registrations and Shelf Offerings The Corporation shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of Holders representing a majority of the Registrable Securities included in such registration or offering. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Corporation in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Corporation shall include in such registration or offering, as applicable, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested by Holders to be included that, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction I.B.6 to Form S-3 (or any successor provision thereto), the Corporation shall include in such registration or offering prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder that such Holder of Registrable Securities shall have requested to be included therein.

  • 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 Initial Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), 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. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

  • 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.

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

Time is Money Join Law Insider Premium to draft better contracts faster.