Offering Securities definition
Examples of Offering Securities in a sentence
Notwithstanding anything in this Agreement to the contrary, the Company acknowledges that the Underwriter may have financial interests in the success of the Offering that are not limited to the difference between the Per Share Price to the public and the purchase price paid to the Company by the Underwriter for the Offering Securities and the Underwriter has no obligation to disclose, or account to the Company for, any of such additional financial interests.
PGGM, DIHC or a Holder or Holders owning a majority of the Demand Offering Securities (the "Demand Initiating Holder") may request the offering under the Securities Act of all or any portion of the Demand Offering Securities held by such Holders for sale in the manner specified in such request, including an underwritten offering.
The Company shall not be required to comply with this Section 3.3 unless the aggregate Current Market Price of all Demand Offering Securities covered by the Demand Offering Request and the Demand Offering Securities described in Section 3.3(a)(ii) shall be $75 million or more (unless and to the extent the Demand Initiating Holder shall hold less than $75 million of Demand Offering Securities, in which case such minimum offering amount shall be equal to the amount of Demand Offering Securities so held).
Notwithstanding any provision contained herein to the contrary, the Company’s obligation to include, or continue to include, Offering Securities in any such registration statement under this Section 4 shall terminate to the extent such securities are eligible for resale without limitation on the amount of securities sold under Rule 144(e) promulgated under the Securities Act.
PolyMet will use its best efforts to obtain all necessary consents, approvals or exemptions for the creation, offering and issuance of the Rights Offering Securities in all Qualifying Jurisdictions and to Glencore as contemplated herein and in the Prospectus and Registration Statement and the entering into and performance by it of the Agreement (including, for the avoidance of doubt, the issuance of the Rights Offering Securities).
Notwithstanding any provision contained herein to the contrary, the Company’s obligation to include, or continue to include, Offering Securities in any such registration statement under this Article VII shall terminate to the extent such shares may be freely sold under Rule 144(k) promulgated under the Securities Act.
Notwithstanding the foregoing, except for sales on the NYSE or otherwise made in the open market, or pursuant to a Public Offering, Securities shall not be transferred to a competitor of the Company without the prior consent of the Company's Board of Directors.
Although it is expected that all distributions of Rights Offering Securities and Substitute Distributions, if in the form of New Permian Corp.
As provided in Section 2.6 of this Schedule 2, PolyMet will file with the Securities Authorities in the Qualifying Jurisdictions, the Preliminary Prospectus and with the SEC the Registration Statement relating to the proposed distribution of the Rights Offering Securities.
PolyMet will take all lawful action as may be required and appropriate so that the Rights Offering Securities have been conditionally approved for listing on the TSX and NYSE MKT, subject to receipt of customary final documentation.