Proposed Public Offering Sample Clauses

Proposed Public Offering. Reverse Split
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Proposed Public Offering. MPTG shall have entered into a letter of intent for a public offering from which MPTG will realize gross proceeds of approximately $8,000,000.
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Proposed Public Offering. Purchaser shall use its best efforts ------------------------ to cause the registration statement relating to the Proposed Public Offering to be declared effective by the Commission prior to the Termination Date.
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Proposed Public Offering. The Holders understand that ------------------------ various underwriters (the "UNDERWRITERS"), which may include Barington Capital Group, L.P. and Value Investing Partners, Inc., propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with the Company providing for the purchase by the Underwriters of shares (the "SHARES") of Common Stock and that the Underwriters propose to offer the Shares to the public. The Holders further understand that the proposed sale of such Shares is the subject of a Registration Statement on Form S-1 which has been filed with the Securities and Exchange Commission and which will include a form of preliminary prospectus to be used in offering such Shares to the public. The Holders hereby irrevocably agree that without the prior written consent of Barington Capital Group, L.P., on behalf of the Underwriters, or any other lead underwriter the Company elects to use in lieu thereof ("BARINGTON"), which consent may be withheld in Barington's sole discretion, the Holders will not offer to sell, contract to sell, sell, distribute, grant any option to purchase, pledge, hypothecate, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or any securities into which shares of the Company's Common Stock are converted in connection with any reincorporation merger or any securities convertible into or exerciseable or exchangeable for any such securities, for a period of 24 months after the date of the final prospectus relating to the offering of the Shares to the public by the Underwriters ("FINAL PROSPECTUS") except for the exercise by the Holders of outstanding options granted by the Company or pursuant to any options granted or to be granted pursuant to employee stock option plans (but not the sale, distribution, pledge, hypothecation or other disposition of Common Stock received upon such exercise). After such period, any such securities owned by a Holder may be sold without restriction hereunder, subject to applicable securities laws and regulations. Notwithstanding the foregoing, (i) each Holder may sell shares of any such securities commencing 12 months after the date of the Final Prospectus in the event the closing price of the Common Stock on NASDAQ has been at least 200% of the initial public offering price per share of Common Stock for a period of 20 consecutive trading days ending within five...
Sample 1
Proposed Public Offering. The Company currently contemplates a proposed Public Offering of 1,600,000 shares of its Common Stock. The Company expects that immediately prior to the closing of such Public Offering the Company will issue approximately 1,600,000 shares of its Common Stock in exchange for all of the issued and outstanding shares of the capital stock of KatCorp and T-KAT and all of the partnership interests in XXX and after such issuance the Company will have issued and outstanding approximately 2,400,000 shares of its Common Stock; so that, therefore, immediately after the closing of such Public Offering the Company will have outstanding approximately 4,000,000 shares of its Common Stock. The Company further expects that no other shares of any class of the Company's equity securities will be outstanding immediately after the closing of such Public Offering.
Sample 1

Related to Proposed 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

  • 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.

  • 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.

  • Terms of Public Offering The Company has been advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable and initially to offer the Shares upon the terms set forth in the Prospectus.

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • 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.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

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