Subsequent Offering. The exercise or non-exercise of the Tag Along Rights by LLCP with respect to any sale or transfer shall not affect adversely the right of LLCP to exercise the Tag Along Rights with respect to any subsequent sale or transfer.
Subsequent Offering. Notwithstanding anything in Section 1 or 2 above to the contrary, Stockholder may sell Shares in a registered public offering (a "Subsequent Offering") of the Company's Common Stock which is effected for the benefit of the Company after the closing of the Offering; provided that the total number of Shares that Stockholder may sell in a Subsequent Offering shall not exceed fifteen percent (15%) of the Shares beneficially owned by Stockholder on the effective date of the Subsequent Offering.
Subsequent Offering. The parties agree that, subsequent to the Closing, the Company shall offer the right to participate in a financing on substantially the same terms as those contained herein with an aggregate additional amount up to $4,442,600 as may be appropriate or necessary for the Company to comply with any contractual preemptive rights binding the Company (the “Subsequent Offering”). The parties agree that, prior to the closing of the Subsequent Offering, this Agreement, the Note (provided that the dollar amount thereof will not be reduced), the Warrant and all other documents contemplated hereby shall be amended pursuant to modifications drafted by counsel to the Lender (subject to the Company’s approval) to account for and accommodate any other lenders participating in the Subsequent Offering and to provide that the lender(s) of a majority of the total consideration paid in the offering contemplated hereby and the Subsequent Offering shall control all elections hereunder and thereunder (including without limitation the conversion of the promissory notes and exercise of the warrants, but excluding individual holder’s rights to elect into which class of the Company’s preferred stock a note or warrant will be converted or exercised and excluding the respective rights of holders in respect of the underlying preferred stock, once outstanding, which shall be governed by the Company’s Amended and Restated Certificate of Incorporation, as amended, and such contractual obligations undertaken by such holders, if any). The parties agree that the closing of the Subsequent Offering will take place no later than March 15, 2004. If such offering does not close by such date, this Agreement, the Note, the Warrant and any other documents contemplated hereby shall continue in effect and no subsequent modifications shall be made thereto.
Subsequent Offering. Should the Management Committee decide that additional capital is required over and above that amount generated by the Initial Private Placement Offering contemplated by the Company, the Company may engage in a Subsequent Offering for the purpose of generating needed capital. If such proposed Subsequent Offering will have the effect of diluting the Financial Interest of any Class "B" Member, it shall be a condition precedent to any such offering that same be approved by a Majority-in-Interest Consent of the Class "B" Members as based upon their Initial Capital Contribution as adjusted by the rules established in Section 7.02. In the further event that a Majority-in-Interest Consent by the Class "B" Members cannot be obtained, then the Class "A" Members shall have the option of securing additional capital from a Subsequent Offering only to the degree that the Class "A" Members agree by Majority-in-Interest Consent to reduce their respective Financial Interests in the Company such that the Financial Interests of the Class "B" Members remain unchanged. Class "C" Members shall have no right to vote to approve any Subsequent Offering. Example: Assume the Company decided to render a Subsequent Offering to raise $100,000 in money in capital. If less than a majority of the Class "B" Members approve the Subsequent Offering, the Class "A" Members may agree by Majority-in-Interest Consent to the reduction of their capital interests in the Company up to $100,000 to allow new Members into the Company. In that event, the existing percentage ownership and Sharing Ratio by the Class "B" Members in the Company will not be affected by the Subsequent Offering, and the existing percentage ownership and Sharing Ratio by the Class "C" Members in the Company will be reduced accordingly.
Subsequent Offering. The Company, through the Placement Agent, currently intends to conduct a private placement of its securities following this Offering (the "Proposed Offering"). Although the definitive terms of such Proposed Offering have not been agreed to, it is currently anticipated that in the Proposed Offering, the Company will offer for sale to investors convertible securities (debt and/or preferred stock) and warrants. No assurances can be given as to the final terms and/or securities, to be offered in the Proposed Offering or that the Company will be able to sell any of its securities in the Proposed Offering. The Company's proposed expansion through acquisitions may be difficult to implement and may expose the Company to additional risk. Although to date the Company has not effectuated any acquisitions, the Company in the future may seek to acquire businesses that are complementary to its core businesses. Such emphasis is not, however, intended to limit in any manner the Company's ability to pursue acquisition opportunities in other related businesses or in other industries. The Company may enter into acquisitions, joint ventures, strategic alliances or other business combinations. These transactions may materially change the nature and scope of the Company's business. Although the Company's management will endeavor to evaluate the risks inherent in any particular transaction, there can be no assurance that the Company will properly ascertain all such risks. In addition, no assurances can be given that the Company will succeed in consummating any such transactions, that such transactions will ultimately provide the Company with the ability to offer the services described or that the Company will be able to successfully manage or integrate any resulting business. The success of the Company's acquisition program will depend on, among other things: o the availability of suitable candidates; o the availability of funds to finance transactions; and o the availability of management resources to oversee the operation of resulting businesses; Financing for such transactions may come from several sources, including, without limitation: o cash and cash equivalents on hand; o the proceeds from new indebtedness; or o proceeds from the issuance of additional common stock, preferred stock, convertible debt or other securities. The issuance of additional securities, including common stock, or other convertible securities could result in: o substantial dilution of the percentage o...
Subsequent Offering. The Issuer may from time to time provide the opportunity for Apollo Principal Holders to sell AOG Units to the Issuer, the Apollo Principal Partnerships or any of their subsidiaries for cash proceeds (a “Sale Transaction”); provided, that no Sale Transaction shall occur unless the Issuer cancels the nearest Quarterly Exchange Date scheduled to occur in the same fiscal year of the Issuer as such Sale Transaction. An Apollo Principal Holder selling AOG Units in connection with a Sale Transaction must provide notice to Issuer at least thirty (30) days prior to the cash settlement of such Sale Transaction in respect of the AOG Units to be sold, in each case delivered during normal business hours at the principal executive offices of the Issuer. For the avoidance of doubt, the total aggregate number of Quarterly Exchange Dates and Sale Transactions occurring during any fiscal year of the Issuer shall not exceed four (4).
Subsequent Offering. If such registration is a subsequent Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s Stockholders (including the Holders); provided, that (i) first, the securities the Company proposed to sell shall be included, (ii) second, Registrable Securities requested to be included in the registration shall be included, pro rata among the Holders of such Registrable Securities on the basis of the number of shares each such Holder requested to be included in the registration and (iii) third, Other Shares, pro rata among the holders of such Other Shares on the basis of the number of Other Shares each such holder requested to be included in the registration; provided, that, the Holders shall be entitled to register at least twenty-five percent (25%) of the securities to be included in any such registration.
Subsequent Offering. The Investors will have the right, in their discretion, to exchange their investment in Warrants for an equivalent monetary investment in any form of security which may be issued by the Corporation by way of private placement within 120 days of the First Tranche Closing Date.
Subsequent Offering. If Tenant does not exercise its right to lease an Expansion Space, and if, pursuant to the terms of this Paragraph, Landlord enters into one or more leases for all or part of the Expansion Space, then each space subject to such a lease shall be considered a separate Expansion Space when each such space again becomes available, and Landlord shall not be able to offer all or any part of the Expansion Space to any third party without again giving Tenant an Availability Notice and giving Tenant the right to lease the Expansion Space upon all of the terms of this Paragraph.
Subsequent Offering. 4 2.5 Excluded Offerings............................................. 4 2.6 Assignment..................................................... 5
