Public Offerings, etc Sample Clauses

Public Offerings, etc. The provisions of Sections 3.5 and 3.7 shall not be applicable to offers and sales of Securities in a Public Offering or, if such Securities previously have been sold in a Public Offering, pursuant to Rule 144 under the Securities Act.
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Public Offerings, etc. The provisions of Sections 3.5 and 3.7 shall not be applicable to offers and sales of Securities in a Public Offering or pursuant to Rule 144 under the Securities Act.
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Public Offerings, etc. Each Stockholder shall be entitled, without the consent of any other Stockholder, to Transfer any or all of the shares of Common Stock owned by it, at any time and from time to time, in a Public Offering. None of the Companies has made any commitment to effect a Public Offering of their respective shares or otherwise register such shares for resale.
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Public Offerings, etc. The provisions of Sections 9.4, 9.5 and 9.7 shall not be applicable to Transfers in a Public Offering or Transfers pursuant to Section 9.8.
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Public Offerings, etc. The provisions of Sections 3.6, 3.7 and ---------------------- 3.8 shall not be applicable to Transfers in a Public Offering or Transfers pursuant to Rule 144 under the Securities Act.
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Public Offerings, etc. So long as VCP and its Affiliates beneficially own on a fully diluted basis at least 35% of the Common Stock originally beneficially owned by it on a fully diluted basis on the Closing Date, at any time after the 5th Anniversary of the Closing Date, VCP may provide notice to the Company (or any successor corporation resulting from a reorganization of the Company) of its desire that an underwritten IPO be effected. Upon receipt of such notice, the Company shall promptly use its reasonable best efforts to take all action required to cause such underwritten IPO to occur within one hundred eighty (180) days of such notice; PROVIDED, that in connection with such underwritten IPO each party hereto hereby agrees to take any action reasonably necessary to comply with the rules or regulations of any securities exchange or securities market on which the Common Stock is to be listed or any law applicable generally to public companies whose securities are publicly held, including amending Section 2 hereof to provide for increasing the number of Directors to the extent necessary to elect independent Directors as required by such rules or regulations and to change the composition of committees of the Board so as to comply with such rules and regulations. If VCP exercises its right hereunder, the terms of the Registration Rights Agreement shall apply; PROVIDED that (i) the proviso at the end of Section 2.1(b) of the Registration Rights Agreement shall not apply to a request pursuant to this Section 3.6, (ii) a request pursuant to this Section 3.6 shall not be included in the total number of requests granted pursuant to Section 2.2(f)(ii) of the Registration Rights Agreement and (iii) the priority provisions set forth in Section 2.2(b) of the Registration Rights Agreement shall apply except that (1) shares of Common Stock owned by VCP, Vestar Investment and Vestar Investment II and the Management Investors and their respective permitted transferees under the Registration Rights Agreement shall have second priority, (2) shares of Common Stock owned by other parties to the Registration Rights Agreement (including Holdings LLC) shall have third priority and (3) all other shares of Common Stock shall have fourth priority.
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Public Offerings, etc. The provisions of Sections 3.5 and 3.7 ---------------------- shall not be applicable to offers and sales of Common Stock (i) in a Public Offering, (ii) pursuant to the registration rights granted under Section 4, (iii) following a Public Offering, pursuant to Rule 144 or Rule 144A under the Securities Act or (iv) in an FTD Member Offering or other offering of securities by the Company made solely to members of FTD Association.
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Related to Public Offerings, etc

  • 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.

  • 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

  • Offerings Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  • Similar Offerings Neither the Company nor any of its affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an "Affiliate"), has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

  • 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).

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Underwritten Offerings Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

  • 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.

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