Initial Underwriting Sample Clauses
Initial Underwriting. (i) At any time after the Publication Date and before the date nine months following the Publication Date (the "Initial Underwriting Notice Period"), the Carell Holders, or Allright Holders owning at least 80% of the Registrable Securities then owned by all the Allright Holders, shall have the right to demand, by written notice (the "Initial Underwriting Notice"), the Company to use its reasonable best efforts to register under the Securities Act up to the Initial Underwriting Amount for such Holder or Holders of Registrable Securities for resale by such Holder or Holders in an Underwritten Offering (the "Initial Underwriting"). In the event that one or more Holders deliver the Initial Underwriting Notice, the Company shall then promptly mail written notice thereof (a "Company Notice") to all other Holders, and then each such Holder may then elect to participate in the Initial Underwriting by delivering to the Company, within fifteen days after such Company Notice is given, a written notice specifying the number of Registrable Securities such Holders wish to have registered for resale in the Initial Underwriting up to but not exceeding such Holder's Initial Underwriting Amount. All rights to demand the Initial Underwriting shall expire immediately after an Initial Underwriting Notice is properly delivered to the Company, but shall be subject to the reinstatement provisions contained in Section 3(g).
(ii) The Registrable Securities to be sold in the Initial Underwriting (including pursuant to any underwriters' overallotment option) shall be allocated among the various Holders participating in the Initial Underwriting up to but not exceeding their respective Initial Underwriting Amounts in the following order of priority: (A) subject to pro rata reduction to the extent that any allocations are made pursuant to clause (C), each of Apollo and AEW shall be entitled to receive (1) 50% of the first $100 million in gross proceeds (or, if only one of them is participating, 100% of such gross proceeds), (2) 0% of the next $50 million in gross proceeds, (3) 33 1/3% of the next $150 million in gross proceeds (or, if only one of them is participating, 66 2/3% of such gross proceeds), and (4) 50% of the next $50 million in gross proceeds (or, if only one of them is participating, 100% of such gross proceeds); (B) the Carell Holders shall be entitled to receive (1) 0% of the first $100 million in gross proceeds, (2) 100% of the next $50 million in gross proceeds, (3) 33 ...
Initial Underwriting. Prior to entry into the Regionalization Program, a political subdivision is required to pay a fee for Initial Underwriting by the County in order to: (a) determine whether a self-funded political subdivision or fully-insured political subdivision is eligible to enter the Regionalization Program; (b) in the case of a fully-insured political subdivision, develop a fully-insured equivalent rate based upon sound actuarial criteria that is guaranteed from the Effective Date through December 31, 2010; and (c) in the case of a fully-insured political subdivision, determine whether a Risk Surcharge, not to exceed 15% of the annual fully-insured equivalent rate shall be imposed. The Initial Underwriting Fees shall be as follows: Number of Covered Employees Fee • Less than 25 $500.00 • 26-100 employees $1,000.00 • 100 or more employees $1,500.00 In the Initial Underwriting, the County has sole discretion as to the underwriting guidelines used to determine the eligibility of a political subdivision. The County has the right to deny entry in to the Regionalization Program for any reason. If a political subdivision is approved for entry in to the Regionalization Program, the County will refund the Initial Underwriting Fee in the form of a credit again the first month payment of fees.
Initial Underwriting