Permitted Offering shall have the meaning set forth in Section 2.14.
Permitted Offering has the meaning set forth in Section 6.5(c).
Permitted Offering means a bona fide firm commitment underwritten public offering in which the Holder and the underwriters shall effect as wide a distribution of such Registrable Securities as is reasonably practicable and shall use all reasonable efforts to prevent any person or group from purchasing through such offering shares representing more than 1% of the outstanding shares of Common Stock of the Registrant on a fully diluted basis. The Registration Notice shall include a certificate executed by the Holder and its proposed managing underwriter, which underwriter shall be an investment banking firm of nationally recognized standing (the "Manager"), stating that (i) the Holder and the Manager have a good faith intention to commence a Permitted Offering, and (ii) the Manager in good faith believes that, based on the then prevailing market conditions, it will be able to sell the Registrable Securities at a per share price equal to at least 80% of the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the 20 trading days immediately preceding the date of the Registration Notice. The Registrant shall thereupon have the option, exercisable by written notice delivered to the Holder within 10 business days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities so purchased and (ii) the per share average of the closing sale prices of the Registrant's Common Stock on Nasdaq for the 20 trading days immediately preceding the date of the Registration Notice. Any such purchase of Registrable Securities by the Registrant hereunder shall take place at a closing to be held at the principal executive offices of the Registrant or its counsel at any reasonable date and time designated by the Registrant in such notice within 10 business days after delivery of such notice. The payment for the shares to be purchased shall be made by delivery at the time of such closing of the Option Price in immediately available funds.
Examples of Permitted Offering in a sentence
Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of the Option Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Grantee shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering").
If the Company at any time proposes to effect a Public Offering in a jurisdiction other than the United States of any of its shares or any options, warrants or other rights to acquire, or securities convertible into or exchangeable for, its shares (other than a Public Offering relating to a Permitted Offering), the Company and the Shareholders will have the rights and be subject to the obligations agreed in this Section 3 to the extent and where applicable.
Condition 7(e) shall not apply in respect of any Post-IPO Secondary Offering and Permitted Offering that otherwise complies with these Conditions.
Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Corel Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Inprise shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering").
Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering").
More Definitions of Permitted Offering
Permitted Offering means (i) any sale or issuance by the Company of Employee Shares, (ii) any sale or issuance by the Company of Dilutive Securities (A) pursuant to any stock split, subdivision of shares, stock dividend or similar transaction by the Company, (B) pursuant to any merger or business combination transaction involving the Company or any of its Subsidiaries or as consideration for the acquisition by the Company or any of its Subsidiaries of assets or another business or entity, provided that in no event may any such exception be used with the intent to circumvent the rights of the stockholders under this Section 6.5, (C) in any Public Offering, or (D) upon the exercise of any rights or agreements, options, warrants or convertible securities outstanding as of the date of this Agreement or issued or issuable pursuant to the exercise of any such rights or agreements granted after the date of this Agreement, (iii) any issuance by the Company to (A) banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board or (B) suppliers or third party service providers in connection with the provision of goods or services pursuant to a transaction approved by the Board or (iv) any issuance in connection with strategic partnerships approved by the Board (but specifically excluding any transaction that has the primary purpose of a Person providing cash to the company in exchange for Common Stock).
Permitted Offering means the offering of shares of Preferred Stock, in accordance with the terms and conditions set forth on Schedule I hereto, solely to existing holders of the Common Stock, pro rata in accordance with their existing ownership percentages, at a price per share of Preferred Stock of $5.60.
Permitted Offering means any sale or issuance by the Company or any of its Subsidiaries of any (i) Company Securities or (ii) Subsidiary Securities (A) pursuant to any stock split, subdivision of such Company Securities or Subsidiary Securities, stock dividend or similar transaction; (B) as consideration for the acquisition by the Company or any of its Subsidiaries of another business or entity from one or more sellers; (C) in any IPO; (D) upon the exercise of any Company Securities issued in accordance with the terms of the this Agreement; (E) issuances of Common Stock upon the conversion or exercise of any Warrants in accordance with the terms of this Agreement, the other Organizational Documents and the applicable Warrant Agreements; (F) issuances of Warrants in accordance with the terms of this Agreement, the other Organizational Documents and the Warrant Agreements; (G) issuances of Anti-Dilution Warrants and Demand Notes in accordance with the terms of this Agreement, the other Organizational Documents and the Warrant Agreements; (H) issuances or sales of Equity Securities of the Company to any existing or prospective employees, Officers, Directors, managers or consultants of the Company or any of its Subsidiaries pursuant to any stock option, employee stock purchase, employee benefits or similar equity incentive plan or other compensation agreement that is approved by the Board, including the MIP; or (I) issuances by a wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company; provided, that in no event may any of the exceptions set forth in this definition be used with the intent to circumvent the rights of the Securityholders under Section 5.1.
Permitted Offering means (i) any offering, grant or issuance which is approved by the Board, pursuant to any stock purchase plan, stock ownership plan, stock option plan or other similar plan where Common Shares are or may be issued or offered, or options or other rights to acquire Common Shares may be granted or offered to, or for the benefit of, any employees, officers or directors of the Company in their capacity as such or (ii) the issuance of Common Shares in connection with the conversion or exercise of warrants of the Company (outstanding on the date hereof as disclosed in Section 3.3(a) or issued in accordance with Section 5.4) or grant of options.
Permitted Offering means the offering and sale of Equity Interests in an Issuer, whether by such Issuer or by any selling shareholder, in an initial public offering or a follow-on public offering (and, if applicable, in a related private placement of Equity Interests of the same class effected concurrently with such public offering at the same offering price and otherwise on substantially the same terms as such public offering); provided that (i) all Net Cash Proceeds received by CVRD or any of its Subsidiaries in connection with such offering shall be applied to prepay the Advances in accordance with Section 5(e), (ii) after giving effect to such offering, CVRD shall continue to indirectly own through one or more Qualified Persons more than 50% of the Voting Interests in such Issuer and more than 50% of the economic interests in such Issuer (in each case, on terms that are, in the reasonable judgment of CVRD acting in good faith, no less favorable to CVRD than the terms of the Equity Interests that are offered and sold in such offering), and shall not directly own any of such Equity Interests, (iii) each of the Issuer and each holder (excluding Persons (other than CVRD and any Subsidiary of CVRD) that acquired such Equity Interests in such offering or any other Permitted Offering) of Equity Interests in the Issuer shall be a Qualified Person, and (iv) none of the Equity Interests in the Issuer, other than the Equity Interests that are offered and sold in such offering or any other Permitted Offering, shall constitute Margin Stock; provided further that after the consummation of an initial public offering by any Issuer, no Subsidiary or direct shareholder of such Issuer may consummate a Permitted Offering.
Permitted Offering means any underwritten public offering by Borrower pursuant to a registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act of 1933, as amended; provided however, not more than forty percent (40%) of Borrower’s total outstanding voting securities (as calculated on a fully diluted basis following such offering) are sold to and held by the public (as compared to Borrower’s total outstanding voting securities as calculated on a fully diluted basis immediately prior to Borrower’s initial underwritten public offering). Notwithstanding the foregoing, Collateral Agent’s consent to any underwritten public offering that does not satisfy the foregoing definition shall not be unreasonably withheld or delayed if Borrower’s condition (financial or otherwise), as determined by Collateral Agent in its reasonable discretion, at the time of such offering is no worse than Borrower’s condition as of the date of Borrower’s initial public offering.
Permitted Offering shall have the meaning assigned to that term in Section 1.5 of this Agreement.