Concurrent Public Offering definition
Examples of Concurrent Public Offering in a sentence
The Investor acknowledges and agrees that partially redacted versions of this Agreement and the Investor Agreement will be attached as exhibits to a Current Report on Form 6-K filed by the Company with the Commission reasonably promptly after the closing of the Concurrent Public Offering.
No transaction contemplated by this Agreement, nor the Concurrent Public Offering, shall be announced, disclosed, communicated or marketed by the Company or by its underwriters, brokers or any other financial institution assisting the Company with the Concurrent Public Offering prior to the date on which the registration statement or preliminary prospectus supplement is filed for the Concurrent Public Offering.
Promptly following the execution of this Agreement, the Company shall use its commercially reasonable efforts to consummate the Concurrent Public Offering resulting in gross proceeds to the Company of at least $200 million (two hundred million US Dollars).
The identity of each and any of the Investor’s Beneficiaries, to the extent applicable, as provided to the Company prior to the date hereof (and for which purpose such identities shall be included in the registration statement and prospectus supplement for the Concurrent Public Offering, subject to the consent of the Investor to such disclosure required under Section 5.8) is true and accurate.
The Company covenants to the Investor that none of the Other Investors (or any of their Affiliates or legal entities acting in concert with them) shall be issued any shares in the Company as part of the Concurrent Public Offering.
This Agreement is separate and apart from any similar agreement that the Company has or may enter into on or about the date hereof with a Person other than the Investor in connection with the issuance and sale of its Class A Shares for consideration of $200 million (two hundred million US dollars) (excluding, for the avoidance of doubt, the Placement Agent and the underwriting agreement for the Concurrent Public Offering) (each such Person, an “Other Investor”).
No transaction contemplated by this Agreement, nor the Concurrent Public Offering, has been announced, disclosed, communicated or marketed by the Company or by its underwriters, brokers or any other financial institution assisting the Company with the Concurrent Public Offering prior to the date hereof.
The Company is not and, after giving effect to the offering and sale of the Shares and the Concurrent Public Offering and the application of the proceeds thereof, will not be required to register as, an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby and by the Concurrent Public Offering, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.
It is not necessary, in connection with the offer and sale of the Shares, in the manner contemplated by this Agreement, to register such offer or sale of the Shares under the Securities Act, and such offer and sale will not be integrated with the Concurrent Public Offering.