Secondary Offering. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement are not eligible to be made as a secondary offering, the Company shall use commercially reasonable best efforts to persuade the SEC that the offering contemplated by the Registration Statement is a bona fide secondary offering. In the event that the SEC refuses to alter its position, the Company shall (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure that the Registration Statement is deemed a secondary offering (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. Any cut-back imposed pursuant to this Section 2.1(f) shall be allocated among the Holders on a pro rata basis in accordance with the number of shares that such Holders have requested to be included in such Registration Statement, unless the SEC Restrictions otherwise require or provide or the participating Holders otherwise agree. From and after the date that the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions, all of the provisions of this Section 2.1 shall again be applicable to such Cut Back Shares.
Secondary Offering. If the Company receives a written notice from the Holders of at least 20% of the Registrable Securities then outstanding that they desire to distribute the Registrable Securities held by them (or a portion thereof) by means of an underwritten offering or a block trade, the Company shall use commercially reasonable efforts to promptly engage one or more underwriter(s) or investment bank(s) to conduct such an offering of the Registrable Securities (a “Secondary Offering”); provided, however, that the Company shall only be obligated to effect a Secondary Offering if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000. The underwriter(s) or investment bank(s) will be selected by the Holders of a majority of the Registrable Securities held by all Holders providing such notice and reasonably acceptable to the Company. All Holders proposing to distribute their securities through such Secondary Offering shall enter into an underwriting agreement or other agreement(s), including any lock-up or market standoff agreements, in customary form with the underwriter(s) or investment bank(s) selected for such Secondary Offering as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and Holders of a majority of the Registrable Securities to be offered in such Secondary Offering. In connection with a Secondary Offering, the Company shall enter into and perform its obligations under an underwriting agreement or other agreement(s), in usual and customary form as may be mutually agreed upon among the Company, the underwriter(s) or investment bank(s) and the Holders of a majority of the Registrable Securities to be included in such Secondary Offering. Notwithstanding any other provision of this Section 3(d), if the underwriter(s) or investment bank(s) advise(s) such Holders that marketing factors require a limitation on the number of shares to be offered in the Secondary Offering, then the number of shares, including the Registrable Securities, that may be included in such Secondary Offering shall be allocated among such Holders of Registrable Securities, and any other holders of shares, as follows: (i) first to such Holders of Registrable Securities in proportion (as nearly as practicable) to the number of Registrable Securities owned by each such Holder or in such other proportion as shall...
Secondary Offering. If on or before June 30, 2012, (i) You are current on all payments due and payable in respect of all Secured Obligations, (ii) no Default or Event of Default has occurred and is continuing, and You have delivered to Us written notice of the successful consummation of one or more secondary offerings by Gevo, Inc. in which Gevo, Inc. received aggregate net offering proceeds, after deduction of all fees, commissions and other costs and expenses in connection therewith, of not less than $75,000,000 with evidence reasonably satisfactory to Us in Our good faith discretion, then You may elect (by delivery to Us of a notice of election no later than ten (10) Business Days after the end of the calendar month in which such successful consummation of a secondary offering occurred), effective as of the last day of the month during which in which You have provided Us the notice of election, to make interest-only payments for the next payment due under the Promissory Notes that would otherwise be required to include principal and on each of the payment dates occurring during the five (5) months immediately following such payment (the “Secondary Interest-Only Period”, followed by equal monthly installments of principal plus interest due thereon for the remaining term.
Secondary Offering. FEI and PIE hereby agree that within six months after the Closing FEI and PIE shall cooperate with the shareholders of FEI listed in Annex 5.14 (the "Selling Shareholders") in their sale to third parties of up to 1 million shares of Common Stock in such a manner as will effectively result in such Selling Shareholders receiving a reasonable price for the shares sold without undue market discount. If, on the basis of information from or presentations by the Selling Stockholders, the Board of Directors of FEI is satisfied that registration under the Securities Act of the shares to be sold is necessary or will meaningfully improve the marketability of the shares, FEI will use all reasonable efforts to effect such registration in a timely manner. In connection with any such secondary offering (i) the Selling Shareholders shall pay their counsel fees and expenses and all underwriting commissions and discounts for such secondary offering, (ii) the Selling Shareholders (pro rata in proportion to the number of shares sold) and FEI shall split equally any other out-of-pocket expenses of the secondary offering, (iii) no more than two of FEI's officers shall be involved in any road show and related preparations and each such officer need only participate in such road show and related preparations for one week or less, and (iv) neither FEI nor the Selling Shareholders shall request any form of indemnification from FEI, PIE or any member of the Philips Group in connection with such secondary offering.
Secondary Offering. Within 24 hours following the execution of this Agreement, Purchaser will file an automatic shelf registration statement on Form S-3 (the “Registration Statement”) with the SEC that complies with all applicable legal requirements and that covers only the resale by TRT of the Offered Shares in the Secondary Offering , together with the issuance of shares of Common Stock which may be sold by Purchaser pursuant to an underwriter’s option under the Underwriting Agreement (as defined below) (the “Underwriters’ Option Shares”), and maintain the effectiveness of such Registration Statement until the consummation of the Secondary Offering or the election of TRT not to proceed with the Secondary Offering pursuant to the sentence below (including by filing such amendments and supplements to the Registration Statement and prospectus as may be necessary). Following the marketing of the resale of all of the Underwritten Shares under the Registration Statement by the underwriters (the “Underwriters”) named in the Underwriting Agreement (as defined below), it is contemplated that, on or about August 13, 2012, TRT may, but is not obligated to, enter into an underwriting agreement and other customary agreements in customary form and subject to customary terms and conditions (such agreements, collectively, the “Underwriting Agreement”) covering the resale of all of the Offered Shares pursuant to the Registration Statement, which Underwriting Agreement shall contain a firm price for the Offered Shares. Purchaser shall not publicly offer or sell any shares of Common Stock on behalf of Purchaser, any Affiliate of Purchaser, or any other Person (other than TRT) during the time the Registration Statement is effective (this restriction shall, in any event, not extend past September 15, 2012), except for the Underwriters’ Option Shares. Purchaser shall use reasonable efforts to cause the Underwriters to actively market the resale of all of the Underwritten Shares under the Registration Statement and to cause all of its named executive officers and directors to enter into lock-up agreements with a 60-day lock-up period, subject to customary exceptions. Purchaser will provide assistance to the Underwriters in marketing the resale of the Underwritten Shares that is customary for transactions of the type contemplated by this Section 4.7, including by making its management available in person for such investor presentations and meetings as may be reasonably requested by the Underwriter...
Secondary Offering. For so long as Seller and its Affiliates own SEACOR Common Stock, Seller agrees, at the request of SEACOR, to reasonably consider cooperating with SEACOR in connection with a secondary offering of SEACOR Common Stock at a price at or above $48.02 per share (net of any placement fees), including by entering into or and/or delivering any agreements and instruments that are reasonable and customary for such a transaction; provided, that nothing in this Section 2.05 shall restrict the ability of Seller to distribute the SEACOR Common Stock in accordance with Section 2.02. Seller shall be responsible for placement fees attributable to the sale of its shares of SEACOR Common Stock in such an offering. ARTICLE III.
Secondary Offering. 52 Section 5.15 Acht Property...............................................52 Section 5.16 Intellectual Property.......................................53 Section 5.17 Right to Maintain Percentage Interest.................................................56 Section 5.18 Issuance of Additional Shares...............................56 Section 5.19 Independent Directors.......................................57 Section 5.20 List of PEO Assets..........................................57 Section 5.21 Notice of Deconsolidation...................................57 Section 5.22 Limitation on Equity Position...............................57
Secondary Offering. In the first quarter of 2004, the Company completed its previously announced secondary offering of common stock. The company received none of the proceeds from the secondary offering except for proceeds related to the exercise of options by management to fulfill the over-allotment obligation. The 3.45 million shares sold in the offering were issued following the conversion of convertible preferred stock and the partial exercise of an option held by New Mountain Partners, L.P., New Mountain Strayer Trust and MidOcean Capital Investors, L.P., as well as the exercise of options held by certain of the Company's management. STOCK OPTION ACTIVITY In the first quarter 2004, the Company granted 20,000 additional stock options to key executives. These options had an exercise price of $118.00 per share (the fair market value on the date of the grant), vest in four years, and expire eight years from the date of grant. The Company uses the intrinsic-value-based method of accounting for its stock option plan. Under this method, compensation expense is the excess, if any, of the quoted market price of the stock at grant date over the amount an employee must pay to acquire the stock. Had compensation expense been determined based on the fair value of the options at grant dates computed by the Black-Scholes methodology, the Company estimates net income and diluted net income per share would have been $10.7 million and $0.71 per share, respectively, for the quarter ended March 31, 2004. The following assumptions were used to estimate fair value as of the date of grant using the Black-Scholes option pricing model: 2002 2003 2004 ------ ------ ------ Dividend yield.................................................... 0.5% 0.5% 0.24% Risk-free interest rates.......................................... 4.8% 3.0% 3.4% Volatility........................................................ 43% 40% 36% Expected option term (years)...................................... 5.9 5.2 6.1 Weighted average fair value of options granted during the year.... $23.65 $21.88 $47.33 CALCULATION OF TOTAL POTENTIAL SHARE ISSUANCE Shares used to compute diluted earnings per share include common shares issued and outstanding, the assumed conversion of Series A Convertible Redeemable Preferred Stock outstanding, and the assumed exercise of issued stock options using the Treasury Stock Method. Our total current and potential common shares outstanding are as follows (in thousands):
Secondary Offering. The proceeds received by the Borrower from the Borrower's anticipated secondary offering of its stock less any underwriters' discounts and commissions shall be applied to the outstanding Term Loans in accordance with the provisions of Subsection 3.1.3(b) of the Agreement; provided, however, notwithstanding the provisions of Section 3.1.3(b) of the Agreement so long as such proceeds are received by the Borrower not later than September 30, 2002, the amount of the Term Loan Commitments shall not be reduced by the amount of such prepayment.
Secondary Offering. In the event a determination is made pursuant to Section 6.1 to include a secondary offering with a Qualified Initial Public Offering, the Controlling Shareholders and Investor shall have the right to participate as selling shareholders in such secondary offering pro rata based or their percentage interest of Shares (“Secondary Offering”).
