Primary Offering Sample Clauses

Primary Offering. The portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan. Priority Return Percentage. Priority Return Percentage has the meaning set forth in Section 10(c).

Primary Offering. (a) If the Company proposes to conduct an Underwritten Offering with respect to any Ordinary Shares for its own account (a “Primary Offering”), then it shall deliver a Registration Notice to the Investors and Management Investors (excluding, if the Company so elects, any Investor or Management Investor whose Registrable Securities are then subject to restrictions on transfer under the Investor Rights Agreement), whereupon the Company shall include in such Underwritten Offering all Registrable Securities that any Investor or Management Investor has requested to be included in such Underwritten Offering by written request received by the Company before the deadline specified by the Company in the related Registration Notice (which shall be at least one Business Day after the day the Registration Notice is delivered to such Investors and Management Investors). (b) If the managing underwriters advise the Company that, in its or their view, the number of Ordinary Shares that the Company and the Investors and Management Investors intend to include in such Underwritten Offering exceeds the Maximum Offering Size, the Company shall include in such Primary Offering, in the priority listed below, up to the Maximum Offering Size: (i) first, any Ordinary Shares the Company proposes to issue and sell for its own account that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, (ii) second, only if all Registrable Securities referred to in clause (i) have been included in such Underwritten Offering, the number of Catch-Up Shares not theretofore disposed of by the Kevlar Investors in an Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all Registering Investors that are Kevlar Investors pro rata on the basis of the respective number of Registrable Securities then beneficially owned by each such Registering Investor that is a Kevlar Investor, (iii) third, only if all Registrable Securities referred to in clauses (ii) and (iii) have been included in such Underwritten Offering, the number of Registrable Securities duly requested by all Investors and Management Investors to be included in such Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all such Investors and Management Investors pro r...

Primary Offering. VAR agrees that, during the term of this Agreement, VAR (i) will aggressively promote VAR’s Value-Added Utility Solution as VAR’s preferred and primary system offering for residential and light commercial metering applications over, without limitation, VAR’s own Legacy Systems and Competitive Products (as such terms are defined below); (ii) will publicly announce (subject to Section 6.2) and promote VAR’s Value-Added Utility Solution and the NES System as its new, strategic and long-term direction for utility solutions; (iii) will use best efforts to maximize sales of VAR’s Value-Added Utility Solution to Utilities and to convince Utilities of the value of the NES System; and (iv) will give ECHELON at least ninety (90) days notice prior to entering into a joint venture, co-marketing, reseller, distribution, OEM, value added reseller or other relationship with a third party to develop, have developed, offer for sale, sell or resell (on its behalf or on behalf of a third party) Competitive Products. For purpose of this Agreement, “Competitive Products” means networked meter systems or components thereof that are functionally similar to or competitive with the NES System or any Hardware or Software components thereof that are marketed for use in residential or light commercial settings, but in any case excluding products and services functionally similar to components of the NES System which are targeted for use in heavy commercial and industrial settings. VAR’s marketing and sales support shall include maintaining a demonstration implementation of VAR’s Value-Added Utility Solution for promotion to prospective Utilities, as well as for training. VAR shall make the demonstration implementation available for use by ECHELON for marketing and other purposes upon reasonable notice and during normal business hours.

Primary Offering. In the event RTA chooses to exercise a Demand Registration on behalf of RTEA and/or KMS but either are unable to sell the Registrable Securities in such Demand Registration under applicable law or due to an SEC position or interpretation regarding such Demand Registration, as promptly as practicable following such an occurrence, the Company shall use its reasonable best efforts to conduct an SEC registered offering of its securities (including, without limitation, debt or equity securities), the net proceeds of which shall be used to repurchase the Registrable Securities from RTEA or KMS, as applicable, that were intended to be part of such Demand Registration. Any such securities offering by the Company shall be deemed to satisfy one Demand Registration under this Section 2.1.

Primary Offering. Simultaneous with the Merger, Parent shall conduct the Primary Offering pursuant to which Parent shall receive proceeds in an aggregate amount, and at a per-unit price, to be agreed upon by Parent and Company Parent, such agreement not to be unreasonably withheld, delayed or conditioned by either Parent or Company Parent.”

Primary Offering. At any time after the third (3rd) anniversary of the Closing Date, Controlling Shareholders, acting together, shall have the exclusive right to cause the Company, subject to appropriate market conditions, to make a primary offering of shares (“Qualified Initial Public Offering”) so long as such offering does not cause the Company to violate the leverage parameter described in Section 3.2(g)(x) or reduce Investor´s aggregate ownership of the Company below thirty percent (30%) of the total outstanding shares of the Company after completion of such Qualified Initial Public Offering and any Secondary Offering described in Section 6.2 below. In conjunction with such Qualified Initial Public Offering, the Controlling Shareholders, acting together shall determine in good faith, in consultation with the lead investment bank in the offering, the amount of such primary offering and whether a Secondary Offering (and the amount thereof) is in the best interest of the Company.

Primary Offering. (a) In the sole discretion of the Company, the Company will attempt to issue debt ("PRIMARY DEBT") in a public offering under the Primary S-3 between October 28 and November 9, 2002 (unless extended by mutual consent of the parties hereto), subject to the following terms and conditions (the "PRIMARY OFFERING"). (b) The Company, in its sole discretion, will determine all terms and conditions of the Primary Offering and the Primary Debt, including without limitation (a) the principal amount of the Primary Debt to be issued, offered and sold, (b) the interest rate and other terms of the Primary Debt, including pricing, maturity, redemption and other terms, (c) the timing of the issuance, offering, sale and closing, (d) the underwriters, (e) the terms and conditions of any underwriting agreement, and (f) whether or not any Primary Debt should be issued, offered, sold and closed considering market conditions and any other factors. (c) The first $175,000,000 of the net proceeds to the Company from the Primary Offering ("NET PROCEEDS") will be used by the Company to repurchase Series A Notes from the PrimeCo Holders and the Escrow Agent pursuant to the terms set forth below.