In Connection With an Initial Public Offering Clause Samples

The "In Connection With an Initial Public Offering" clause defines the rights, obligations, or restrictions that apply to parties involved when a company is preparing for or executing its first sale of shares to the public. This clause may address issues such as lock-up periods for existing shareholders, disclosure requirements, or the allocation of shares among stakeholders. Its core function is to ensure that all parties understand their roles and limitations during the IPO process, thereby reducing legal and financial risks and promoting a smooth transition to public ownership.
In Connection With an Initial Public Offering. In the event that the Company consummates an initial public offering of its Common Stock (the “IPO”) prior to the Maturity Date, the Outstanding Amount under this Senior Note shall automatically convert into an amount of shares of Common Stock equal to the 2011 Notes Conversion Shares multiplied by the Note Percentage. An example of the calculation of the 2011 Notes Conversion Shares, provided for illustrative purposes only, is attached hereto as Annex A.
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In Connection With an Initial Public Offering. In the event that the Company consummates an initial public offering of its Common Stock (the “IPO”) prior to the Maturity Date, the Senior Subordinated Majority shall have the right, but not the obligation, to elect to convert all or any portion of the Outstanding Amount under this Senior Note (and a corresponding portion of the Outstanding Amounts under all other Senior Notes) into the number of shares of Common Stock that is equal to (1) the Outstanding Amount being converted under this Senior Note (and the corresponding Outstanding Amounts being converted under all other Senior Notes) divided by (2) the lesser of (y) Base Conversion Price as of the date of such conversion and (z) thirty-three percent (33%) of the amount per share for which the Company issues securities in the IPO (the “IPO Conversion Price”).
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In Connection With an Initial Public Offering. (a) On the date of the consummation of an Initial Public Offering, any Class D Units which have not become vested in accordance with Section 3.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner, which restricted partner interests or shares shall become vested and unrestricted on the earlier of (i) the date or dates on which such Class D Units would have vested in accordance with Section 3.1(a) or, if later, the Lockup Expiration Date and (ii) a Change in Control, in each case subject to the Holder’s continuous employment with the General Partner or any Affiliate of the General Partner through the applicable vesting date. (b) On the date of the consummation of an Initial Public Offering, any Class D Units which have become vested in accordance with Section 3.1(a) on or prior to such date shall be converted into an economically equivalent number of restricted common limited partner interests in the Partnership or a successor partnership or shares of restricted common stock of the General Partner which shall become unrestricted on the Lockup Expiration Date. (c) In the event that any Class D Units are converted into common limited partner interests in the Partnership or a successor partnership or shares of common stock of the General Partner (restricted or unrestricted) pursuant to this Section 4.2, the Holder shall have no further rights with respect to the Class D Units or any distributions or any other rights as a holder of interests in the Partnership. The number of such common limited partner interests or shares of common stock (and the terms thereof and the rights associated therewith) into which the Class D Units are converted shall be determined by the General Partner, which determination shall be final and binding.
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Related to In Connection With an Initial Public Offering

  • 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.

  • Initial Public Offering (a) In the event that at any time after the date hereof, the Board of Directors determines that it shall facilitate an offering of Equity Securities in the Company or a successor through an Initial Public Offering, then the Board of Directors shall have the power to cause the Company to be reorganized as a corporation (such corporation or other issuer entity being hereinafter referred to as a “Public Vehicle”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution, formation of a corporate Subsidiary or other permissible manner (a “Conversion”), and the Members shall use their commercially reasonable efforts to effectuate such Conversion and take such actions as are reasonably necessary or desirable to complete the Initial Public Offering in a manner designed to achieve a fair price and broad public distribution of the securities being offered in the Initial Public Offering. (b) If applicable, the Members holding Units shall receive, in exchange for their Units of a particular class, shares of stock in the Public Vehicle of the relevant class having the same relative seniority, preference, accumulated dividends, dividend rate, dividend accumulation and compounding and, in the case of the Class A Units, the other characteristics of the Class A Units, voting, management and consent rights, economic interest and other rights and obligations (and in no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Units) in the Public Vehicle as are set forth in this Agreement applicable to the Units, subject to any modifications deemed appropriate by the Board of Directors as a result of the Conversion or if advisable in order to effectuate the Initial Public Offering. (c) In such event, the Public Vehicle and the Members (in their capacities as stockholders of the Public Vehicle) shall enter into a stockholders’ agreement providing for such terms and conditions as are necessary for the rights and obligations and provisions of this Agreement that survive an Initial Public Offering (and do not otherwise adversely affect the ability to effectuate the Initial Public Offering) to continue to apply to the Public Vehicle, the stockholders of the Public Vehicle and the capital stock of the Public Vehicle, including (i) an agreement to vote all shares of capital stock held by such stockholders to elect the Board of Directors of such resulting corporation in accordance with the substance of Section 6.1, and (ii) the rights and obligations of the Members contained herein (which may, at the election of the holders of a Majority Class A Interest, be contained in the Public Vehicle’s certificate of incorporation). (d) Except as otherwise provided in this Section 3.8, no Member will have the right or power to veto, vote for or against, amend, modify or delay a Conversion or the Initial Public Offering. In furtherance of the foregoing, each Member hereby makes, constitutes and appoints the Company its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or approval of Members required to give effect to this Section 3.8, including any vote or approval required under the Act. The proxy granted pursuant to this Section 3.8(d) is a special proxy coupled with an interest and is irrevocable. (e) The Company and the Members hereby agree to use their commercially reasonable efforts to structure the Conversion to maximize the ability of the Members to aggregate (or “tack”) the period during which they hold their Units together with the period during which they hold shares of capital stock of the Public Vehicle for purposes of the United States securities laws, including Rule 144 under the Securities Act. (f) Each Member (including any Transferee thereof) agrees, if requested by the Company and a managing underwriter, if any, in connection with any Initial Public Offering and upon confirmation reasonably satisfactory to such Member that all officers and directors of the Company and all holders, collectively with their Affiliates and Approved Funds, of one percent (1%) or greater of Equity Securities of the Company shall enter into similar agreements, thereby agreeing not to Transfer any Equity Securities of the Company held by it for one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Initial Public Offering, as such managing underwriter shall specify reasonably and in good faith. Each Member shall enter into customary letter agreements to the foregoing effect if so, requested by the Company and the managing underwriter, if any. Notwithstanding the foregoing, in the event any Member is released by the Company and the managing underwriter, if any, from the restrictions contemplated by this Section 3.8(f), all other Members shall be released from such restrictions pro-rata. (g) Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Units, any other Equity Securities or any securities convertible into or exercisable or exchangeable for Units or other Equity Securities acquired by any Member, including acquired by any of their respective Affiliates or Approved Funds, following the effective date of the first registration statement of the Company covering common stock (or other securities) to be sold on behalf of the Company in an underwritten 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 ▇▇▇▇▇▇▇ de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • 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.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option 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 Option is not subject to the supervision of the local securities authorities.