Initial Offering. (a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall pay cash to the Partnership in exchange for the issuance and sale by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.
(b) Upon the exercise, if any, of the Underwriters’ Option, each Underwriter shall pay cash to the Partnership in exchange for the issuance and sale by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.
(c) No Limited Partner will be required to make any additional Capital Contributions to the Partnership pursuant to this Agreement.
Initial Offering. The Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act.
Initial Offering. Unless otherwise determined by the Investors holding a majority of the outstanding shares of Series D Preferred, promptly following the Closing (as defined in the Purchase Agreement) the Company shall use its best efforts to consummate an Initial Offering that constitutes a Qualified IPO; provided, however, that this Section 3.14 shall only apply to the extent such Initial Offering is approved by the Board and determined to be in the best interests of the Company and the stockholders of the Company.
Initial Offering. The Company’s initial public offering of primary Shares pursuant to Registration Statement no. 333-140887.
Initial Offering. For purposes of this Agreement, the term “Initial Offering” shall have the meaning given to such term in the Investors’ Rights Agreement.
Initial Offering. Pursuant to the terms and conditions set forth in this Agreement, on the Initial Closing Date (as defined in Section 5.1), the Company shall sell to each Purchaser, and each Purchaser shall purchase from the Company, the applicable Notes listed on Schedule 1 under the heading “Initial Notes” and set forth opposite such Purchaser’s name, in the original aggregate principal amount of Thirteen Million dollars ($13,000,000) (each as amended, restated, modified and/or supplemented from time to time, an “Initial Note” and collectively the “Initial Notes”; and the result of (i) the principal amount of the Initial Notes purchased by a Purchaser and listed on Schedule 1 under the heading “Initial Notes” set forth opposite such Purchaser’s name, divided by (ii) Thirteen Million dollars ($13,000,000) being referred to as such Purchaser’s “Allocation Percentage”). The sale of the Initial Notes on the Initial Closing Date shall be known as the “Initial Offering.” The Initial Notes will mature on the Maturity Date (as defined in each Initial Note). The Initial Notes shall be substantially in the form attached hereto as Exhibit A and shall include such notations, legends or endorsements set forth therefor or required by law.
Initial Offering. The term "
Initial Offering. The term “Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock under the Securities Act.
Initial Offering. The proceeds from the Initial Offering which were payable to Borrower were used to pay income tax liabilities of Borrower with the balance used to pay the Borrower's Indebtedness to the Banks.
Initial Offering. (a) Each Shareholder acknowledges the Initial Offering shall be effected in such manner as determined by a majority of the Board of Directors, including in relation to the timing and terms of the Initial Offering, subject to the Company’s compliance with and adherence to the terms and conditions of this Agreement and the Transaction Documents.
(b) In the event of the Initial Offering, the Company and each of the Shareholders shall cooperate and use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to assist the Company to consummate the Initial Offering, including, without limitation, to the extent requested by the Company (i) consenting to actions for which the consent of any Shareholders may be required or reasonably requested in furtherance of the Initial Offering and the sale of Ordinary Shares pursuant thereto, (ii) delivering all documents and information necessary or reasonably requested in furtherance of the Initial Offering and sale of Ordinary Shares pursuant thereto, including causing any directors appointed by it to enter into customary lockup agreements and timely prepare D&O questionnaires, (iii) consenting to and adopting a new Memorandum of Association and Articles of Association of the Company in customary form for a listed public company, as approved by a majority of the Board of Directors, (iv) consenting to and taking all actions required in order to effectuate any reorganization of the Company’s share capital that the Board of Directors determines to be necessary for the Initial Offering (provided that no material tax losses arise for such Shareholder as a result of such reorganization, and provided that no Shareholder shall be adversely disproportionately affected (other than insubstantial differences) relative to any other Shareholder), and (v) complying with the market stand-off provisions in Section 2.12.
