Registered Public Offering Sample Clauses

Registered Public Offering. 6 5. Shelf Registration of Registrable Securities.....................7 6.
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Registered Public Offering. (a) The Company shall use commercially reasonable efforts to file a registration statement with the Commission to register the Registrable Securities under the Securities Act and to cause such registration statement (which shall include interim financial statements of the Company and its subsidiaries for the fiscal quarter ending August 31, 1998) to become effective as soon as practicable after August 31, 1998. The Stockholders shall offer such amount of the Registrable Securities as the Company shall determine for public sale (the "Public Offering"), pursuant to such registration statement.
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Registered Public Offering. It is understood that the references to a "registered public offering" in Section 1.2 of the Stock Purchase Agreement mean an underwritten public offering and do not encompass the distribution of MIIX Holding Shares to members of the Medical Inter-Insurance Exchange of New Jersey pursuant to the MIIX Plan of Reorganization.
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Registered Public Offering. The closing of a registered -------------------------- initial public offering of common equity of the Company or Buyer (or any affiliate of Buyer which includes as part of its consolidated operations the business of the Company (an "OFFERING AFFILIATE")) is referred to herein as an "IPO." If an IPO occurs prior to Buyer's purchase of the Continuing Shares in accordance with any of the foregoing, the Continuing Shares shall be eligible to participate in such IPO as provided below.
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Registered Public Offering. As an inducement for the Buyers to enter into this Agreement, each of the parties hereto agrees to use their commercially reasonable efforts to cause the Company, prior to December 31, 2007, to effect the registration under the United States securities laws of all or part of the Registrable Securities held by one or more holders of the Registrable Securities pursuant to the provisions of the Registration Rights Agreement.
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Registered Public Offering. With respect to a registered public offering, the Majority Investors and Toppan shall have the rights and obligations set forth in the Registration Rights Agreement, and such rights and obligations shall not be affected by this Section 8.
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Registered Public Offering. The closing of a -------------------------- registered initial public offering of common equity of the Company or Buyer (or any affiliate of Buyer which includes as part of its consolidated operations the business of the Company (an "Offering Affiliate") is referred to herein as an "IPO". If an IPO occurs prior to Buyer's purchase of the Continuing Shares in accordance with any of the foregoing, Buyer shall purchase the continuing Shares for the Redemption Price, which shall be paid in cash at closing of the IPO. Notwithstanding the foregoing, the Selling Shareholders each understand that a purchase of the Continuing Shares on the foregoing terms may substantially impact the feasibility or economics of an IPO, when compared with an exchange of the Continuing Shares for shares of the class subject of the IPO with an initial offering price equal to the Redemption Price. Consequently, this amendment is made subject to the condition that each Selling Shareholder acknowledge and agree that (i) the Paying Agent (Xxxxxxx Xxxxxxxx) is specifically authorized and empowered in his sole discretion (and without any further action on the part of any other Selling Shareholder) to agree to a further amendment to the Agreement, an amended hereby, to provide that the Continuing Shares be exchanged for shares of the issuer in an IPO having an aggregate initial public offering price not less than the Redemption Price, and (ii) such Selling Shareholder understands that any shares received by the Selling Shareholder at the time of an IPO may not be freely tradeable and that Selling Shareholder may be required to hold such shares for 24 months or more following the IPO before they are eligible to be sold by Selling Shareholder without registration thereof pursuant to applicable federal and state securities laws. Each Selling Shareholder specifically acknowledges that it understands and agrees to the foregoing and, further, that Paying Agent, as attorney-in-fact of each Selling Shareholder pursuant to the terms of the Paying Agent Agreement (as defined in the 1995 Agreement) is specifically authorized as Attorney-in-Fact for each selling Shareholder pursuant to the provisions of the Paying Agent Agreement, including Section 5.9 thereof, and this amendment to agree to any such further amendment to the Agreement in the name of and for and on behalf of Selling Shareholder.
Sample 1
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Registered Public Offering. Within no more than 365 days after the Closing, Parent shall engage a registered broker-dealer to facilitate, and use its reasonable best efforts to consummate, a registered public offering of its shares of Common Stock on Form S-1 resulting in aggregate proceeds to Parent of approximately $8,000,000 to $10,000,000.
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Registered Public Offering 
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Related to Registered Public Offering

  • Qualified Public Offering The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • 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, 2020, 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.

  • 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.

  • Independent Registered Public Accounting Firm’s Comfort Letter At the time of the execution of this Agreement, the Representatives shall have received from Ernst & Young LLP a letter dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type customarily included in independent registered public accounting firm’s “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Prospectus and the Statutory Prospectus.

  • 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.

  • 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.

  • Registration of the Company’s Securities Subject to the terms of this Agreement, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than a Holder) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities (except for Exempt Registrations), the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within fifteen (15) days after delivery of such notice, the Company shall use its reasonable best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company, all upon the terms and conditions set forth herein.

  • Terms of Public Offering The Company is 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. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

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