Permitted Offering definition
Permitted Offering shall have the meaning set forth in Section 2.12.
Permitted Offering has the meaning set forth in Section 6.5(c).
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).
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.
Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of the Option Shares acquired by Grantee, 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").
For the avoidance of doubt, in the case of a suspension pursuant to clause (I)(y) above, the Holders shall be permitted to make a Permitted Offering if other stockholders of the Company are being allowed by the Company to make Permitted Offerings.
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").
More Definitions of Permitted Offering
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.
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.
Permitted Offering means (a) the issuance of shares of Common Stock in connection with a bona fide good faith acquisition from an unaffiliated third party of businesses, assets or technologies reasonably related to the business of the Company as generally described in the Prospectus and (b) the registration on Form S-1 under the Securities Act of the resale of outstanding shares of Common Stock in the concurrent registration statement described in the Prospectus.
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 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 an offering of Preferred Shares solely to existing holders of Ordinary Shares (excluding First Reserve and any of its Affiliates to the extent that First Reserve and its Affiliates agree not to participate in such offering), pro rata in accordance with their existing ownership percentages (excluding the ownership of Ordinary Shares by First Reserve and any of its Affiliates), at a price per share of $1,000 and for an aggregate amount of no less than $50 million and no more than $100 million, that is consummated not later than the date 90 days following the First Closing (or such other termination time prior to the 90th day following the First Closing as the Company may elect by notice to the Purchaser in the Company’s sole discretion); provided, that the Preferred Shares issued in such offering shall not be transferable until the date that is 8.5 years after the First Closing Date.