Secondary Public Offering Sample Clauses

Secondary Public Offering. For as long as this Agreement remains in effect, but only after the Lock-Up Period, SALIC may request the Company’s management to cause the Company to take all required measures under the applicable regulations to make a secondary public offering of shares at B3, the object of which would be any portion or all of the shares issued by the Company and held by SALIC (“Secondary Public Offering”). The Company and VDQ undertake to endeavor their best efforts to cooperate and perform the Secondary Public Offering as set forth in this Section. The request for performance of the Secondary Public Offering shall be formalized by SALIC in writing to the Company (“SPO Notice”), provided that, for purposes of Section 8.1.1 below, the SPO Notice shall be irrevocable and irreversible.
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Secondary Public Offering. In the event that the Company ------------------------- undertakes a secondary public offering in which shares of the Company are offered by parties other than the Company, the Company will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 1.2, 1.3, 1.4, 1.5 and 2.6 of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect the Company's right to withdraw any such registration at any time.
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Secondary Public Offering. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders holding at least two-thirds (2/3) of then outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least USD $2,500,000, then the Company shall (i) within ten (10) days after the date such request is given, give Demand Notice with respect thereto to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations set forth in this Section 2. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1(a)(2) after the Company has effected one such registration pursuant hereto. A registration shall not be counted as “effected” for purposes of this Section 2.1(a)(2) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (other than as a result of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request), do not pay the registration expenses therefor, and, pursuant to Section 2.6, forfeit their right to demand registration pursuant to this Section 2.1(a)(2).
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Secondary Public Offering. The Agents shall have received evidence ------------------------- satisfactory to them that (i) the secondary public offering of approximately 5,500,000 shares of Parent Common Stock (the "Secondary Public Offering") shall have been consummated, (ii) the Administrative Agent shall have received executed or conformed copies of each of the registration statement and each material certificate, opinion, agreement, instrument or other document delivered by Parent or any underwriter pursuant thereto (collectively, the "Secondary Public Offering Documents"), all in form and substance reasonably satisfactory to the Structuring Agent, (iii) each of the Secondary Public Offering Documents shall be in full force and effect, (iv) the Parent shall have received not less than $100,000,000 in aggregate gross proceeds from the Secondary Public Offering, (v) the Parent shall have contributed the net proceeds from the Secondary Public Offering (after deducting expenses and underwriting discounts and commissions) to the Borrower as an equity contribution, (vi) the Borrower shall have used such contributions to, among other things, repay the outstanding Advances, (vii) any additional net proceeds shall be deposited in a Concentration Account with the Cash Manager to be held until used by the Borrower for a use for which an Advance would have been permitted to be used under the Credit Agreement and (viii) all other matters with respect to the Secondary Public Offering shall be reasonably satisfactory to the Agents. Notwithstanding the foregoing, (a) outstanding Advances in the amount of $1,000 shall be maintained at all times prior to the Maturity Date and (b) in connection with the use of net proceeds from the Secondary Public Offering, the Borrower shall not be obligated to reduce, pay down or deposit funds as collateral for any Letter of Credit Exposure at the time of the Secondary Public Offering. If this Amendment does not become effective prior to the Termination Date, this Amendment shall be null and void; provided however that the Borrower and the Parent shall still be obligated to pay the certain fees to Societe Generale, Southwest Agency and Bank One, Texas, N.A. and reimburse such Banks for costs and expenses incurred in connection with this Amendment as provided in the Fee Letter (the "Amendment Fee Letter") and the Commitment Letter (the "Amendment Commitment Letter"), both executed by such Banks, the Borrower and the Parent and dated as of January 15, 1997.
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Secondary Public Offering. In the event that Active ------------------------- undertakes a secondary public offering in which shares of Active are offered by parties other than Active, Active will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 7.13 (b); (c) (d) and (e) of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect Active's right to withdraw any such registration at any time.
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Secondary Public Offering. ESL agrees and consents to the Company conducting a secondary public offering of its Securities by means of an underwritten offer at a price equal to or greater than the Private Placement Price.
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Secondary Public Offering. Following the completion of the sale of Bridge Securities pursuant to this Financing Agreement for Sales of Bridge Securities (“Financing Agreement”), the Company intends to conduct a secondary public offering ("
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Related to Secondary Public Offering

  • 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.

  • 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.

  • 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.

  • Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering.

  • 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 of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

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