AC Lens definition
Examples of AC Lens in a sentence
In connection with any offering involving an underwriting of shares of ▇▇▇▇▇▇▇▇▇.▇▇▇’s capital stock, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall not be required under Section 2.2 to include any of AC Lens’ securities in such underwriting unless AC Lens accepts the terms of the underwriting as agreed upon between ▇▇▇▇▇▇▇▇▇.▇▇▇ and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not impair the success of the offering by ▇▇▇▇▇▇▇▇▇.▇▇▇.
If the total amount of securities, including Settlement Shares requested by AC Lens to be included in such offering, exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then ▇▇▇▇▇▇▇▇▇.▇▇▇ shall be required to include in the offering only that number of such securities, including Settlement Shares, which the underwriters determine in their sole discretion will not impair the success of the offering.
As set forth below, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall issue to AC Lens up to that number of whole shares (the “Settlement Shares”) of ▇▇▇▇▇▇▇▇▇.▇▇▇’s common stock, par value $0.0001 per share (the “Common Stock”) as is determined by dividing the amount of $475,000 by $3.79 (the “Base Price”), which was the closing sale price per share of the Common Stock on October 7, 2004 as quoted on The Nasdaq National Market (the “Nasdaq”), rounded up to the nearest whole share.
It is agreed and understood that AC Lens shall not be permitted to effect an underwritten offering pursuant to a registration effected under this Section 2.1 without the prior consent of ▇▇▇▇▇▇▇▇▇.▇▇▇.
Upon the written request of AC Lens given within fifteen (15) days after receipt of such notice by the Holder in accordance with Section 8, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall, subject to the provisions of Section 2.3, cause to be included in such registration and offering and any underwriting of such offering registered under the Securities Act the Piggy-Back Shares that AC Lens has requested to be registered.
For purposes of such apportionment, in the case of registration pursuant to Section 2.2, ▇▇▇▇▇▇▇▇▇.▇▇▇ shall include in such registration (i) first, the securities ▇▇▇▇▇▇▇▇▇.▇▇▇ proposes to sell and (ii) second, the Settlement Shares requested to be included in such registration by AC Lens.
AC Lens shall not be entitled to exercise any right provided for in Section 2 if, pursuant to Rule 144 promulgated by the SEC under the Securities Act, or another similar exemption under the Securities Act, AC Lens may sell Settlement Shares without registration.
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All expenses (other than underwriting discounts and commissions, stock transfer taxes and fees and disbursements of counsel to AC Lens) incurred in connection with registrations, filings or qualifications of Settlement Shares pursuant to Section 2, including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for ▇▇▇▇▇▇▇▇▇.▇▇▇, shall be borne by ▇▇▇▇▇▇▇▇▇.▇▇▇.
AC Lens also understand that ▇▇▇▇▇▇▇▇▇.▇▇▇ is under no obligation to register the Settlement Shares on its behalf, other than as set forth in Section 2, or to assist AC Lens in complying with any exemption from registration under the Securities Act.