NO QUALIFIED PUBLIC OFFERING Sample Clauses

NO QUALIFIED PUBLIC OFFERING. If a Qualified Public Offering does not occur on or before September 30, 2005, then at any time on or after October 1, 2005, Energy Spectrum may send notice to the Company that the Energy Spectrum recommends that the Company retain an Investment Bank (the "INVESTMENT BANK NOTICE") to seek and report on candidates interested in entering into a Corporate Transaction, with a view toward maximizing stockholder value.
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NO QUALIFIED PUBLIC OFFERING. There shall not have occurred a Qualified Public Offering of the Company, or, if such Qualified Public Offering shall have occurred, Colonial shall have exercised, by notification in writing to the Company on or before the fifteenth day after the Company shall have filed a registration statement with the SEC in respect of such Qualified Public Offering, its right to accelerate payment of the Additional Cash Consideration as provided herein.
Sample 1
NO QUALIFIED PUBLIC OFFERING. If a Qualified Public Offering does not occur on or before September 30, 2005, then at any time on or after October 1, 2005, Energy Spectrum may send notice to the Company that the Energy Spectrum recommends that the Company retain an Investment Bank (the "INVESTMENT BANK NOTICE") to seek and report on candidates interested in entering into a Corporate Transaction, with a view toward maximizing stockholder value. INVESTMENT BANK PROCESS. Within 45 days of receipt of the Investment Bank Notice, the Board of Directors shall appoint an investment banking firm to seek and report on candidates interested in entering into a Corporate Transaction, with a view toward maximizing stockholder value. If the Company does not give Energy Spectrum the Company's response of its selection (the "Company Response") within the 45-day period described in this Section 3.2, Energy Spectrum may elect, in its sole discretion, to give the Company the Alternative Investment Bank Notice as set forth in Section 3.3(a). If Energy Spectrum elects to give the Company the Alternative Investment Bank Notice, the Company shall relinquish its rights under this Section 3.2, and the parties' rights under this Article 3 shall be governed by Section 3.3.
Sample 1

Related to NO QUALIFIED 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 Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Annual Registered Public Accounting Firm Attestation (a) On or before March 30th of each year, beginning March 30, 2022, the Servicer shall cause a registered public accounting firm, which may also render other services to the Servicer or to its Affiliates, to furnish to the Issuer, with a copy to the Indenture Trustee, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

  • Reports by Independent Certified Public Accountants At the request of a Fund, the Custodian shall deliver to such Fund a written report prepared by the Custodian's independent certified public accountants with respect to the services provided by the Custodian under this Agreement, including, without limitation, the Custodian's accounting system, internal accounting control and procedures for safeguarding cash, securities and other assets, including cash, securities and other assets deposited and/or maintained in a Securities System, Eligible Securities Depository or with a Subcustodian. Such report shall be of sufficient scope and in sufficient detail as may reasonably be required by any Fund and as may reasonably be obtained by the Custodian.

  • Opinion of Fund's Independent Certified Public Accountants The Custodian shall take all reasonable action as each Fund may request to obtain from year to year favorable opinions from each such Fund's independent certified public accountants with respect to the Custodian's activities hereunder and in connection with the preparation of each such Fund's periodic reports to the SEC and with respect to any other requirements of the SEC.

  • 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.

  • 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.

  • Accounting Standards The Subrecipient agrees to comply with 2 CFR 200 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred.

  • Independent Registered Public Accounting Firm The independent registered public accounting firm who certified the statement of assets and liabilities and related statement of operations and delivered its report with respect to the audited financial statements included or incorporated by reference in the Registration Statement, each preliminary prospectus and the Prospectus is an independent registered public accounting firm with respect to the Fund as required by the 1933 Act, the 1940 Act and the Rules and Regulations.

  • Annual Independent Certified Public Accountants’ Servicing Report Not later than March 1, 2006 and not later than March 1 of each year thereafter, the Master Servicer at its expense shall cause a firm of independent public accountants which is a member of the American Institute of Certified Public Accountants to furnish a statement to the Trustee and the Rating Agencies to the effect that, with respect to the preceding calendar year, such firm has examined certain documents and records relating to the Master Servicer’s servicing of mortgage loans of the same type as the Mortgage Loans pursuant to servicing agreements substantially similar to this Agreement, which agreements may include this Agreement, and that, on the basis of such an examination, conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that the Master Servicer’s servicing has been conducted in compliance with the agreements examined pursuant to this Section 3.14, except for (i) such exceptions as such firm shall believe to be immaterial,(ii) such other exceptions as shall be set forth in such statement and (iii) such exceptions that the Uniform Single Attestation Program for Mortgage Bankers requires it to report. Copies of such statements shall be provided to any Certificateholder upon request by the Master Servicer or by the Trustee at the Master Servicer’s expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer’s failure to provide such statement).

  • 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.

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