Initial Public Offering. The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.
Initial Public Offering. Notwithstanding anything to the contrary contained herein, (i) the Board of Managers deems it advisable and in the best interests of the Company that the Company be converted into a corporation pursuant to the Plan of Conversion in substantially the same form attached hereto as Exhibit B (the “Plan”), the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion in substantially the same form attached hereto as Exhibit C (the “Certificate of Conversion”) in connection with any Initial Public Offering and in accordance with the Act, and (ii) the Members hereby consent to such conversion of the Company into a corporation in connection with any Initial Public Offering and in accordance with the Act and the Plan and authorize, approve and adopt the Plan, the Certificate of Incorporation attached as an exhibit to the Plan and the Certificate of Conversion. Notwithstanding anything to the contrary contained herein, in connection with any Initial Public Offering, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, take such action and execute such documents as may reasonably be necessary to effect such Initial Public Offering. Either in connection with an Initial Public Offering or prior to the expiration of the later of (i) 180 days following the consummation of the Initial Public Offering or (ii) the expiration of any underwriter lock-up period, the Board of Managers will liquidate the Company and distribute to the Members shares of common stock of the corporate successor of the Company which effects the Initial Public Offering; provided that (a) fifty percent (50%) of the shares of common stock held by each Member shall become eligible for sale by such Member on the date that is 180 days following the expiration of any underwriter lock-up period applicable to such Member and the remaining fifty percent (50%) of such Member’s shares shall become eligible for sale by such Member on the date that is 271 days following the expiration of such underwriter lock-up period and (b) the Members have entered into an agreement acceptable to the Company not to sell such shares of common stock except as set forth in clause (a) above or pursuant to the exercise of registration rights (as set forth in Annex A). The number of shares of common stock of the corporate successor of the Company to be received by each Member shall be determined in accordance with Section ...
Initial Public Offering. In the event of an initial Public Offering, all Options shall remain outstanding and continue to vest in accordance with their original vesting terms as set forth in Section 2(a) above.
Initial Public Offering. The Payor agrees that the Payee shall have the right to subscribe for a minimum of such number of shares as may be purchased at the initial public offering price using the proceeds of the principal and interest due on the Maturity Date under this Note. The Payor will use its best efforts to make available such additional shares as may be requested by the Payee.
Initial Public Offering. Other than consummation of the transactions contemplated hereby, all conditions precedent to the closing of the initial public offering of the Common Stock shall have been satisfied or irrevocably and unconditionally waived; and
Initial Public Offering. Option Shares acquired on exercise of any Option will be subject to the terms and conditions of the Stockholders’ Agreement. The Company and Optionee acknowledge that they will agree to provide the Company with the right to require Optionee and other executives of the Company or any Subsidiary to waive any registration rights with regard to such Option Shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for Optionee’s and the other executives’ loss of liquidity.
Initial Public Offering. In the event that the initial underwritten public offering of the Common Stock is not closed within 180 days of the date hereof, this Agreement shall be null and void and of no force or effect.
Initial Public Offering. If the Company completes an Initial Public Offering, then, from and after the later of a Loral Only Change of Control or the Initial Public Offering, the Sell Down Percentage shall be deemed to be the greater of 64% or as calculated pursuant to Schedule A. In addition, following the completion of an Initial Public Offering, the following provisions of this Agreement shall be inapplicable: the proviso in the last sentence of Section 12(a), Section 12(b), and Sections 15(c), (d) and (e).
Initial Public Offering. In the event that the Board and the ----------------------- holders of a majority of the shares of Common Stock (voting as a single class) then outstanding approve an initial public offering of Common Stock (a "Public Offering") pursuant to an effective registration statement under the Securities Act, Executive shall take all reasonably necessary or desirable actions in connection with the consummation of the Public Offering as requested by the Company.
Initial Public Offering. The Optionee hereby agrees that in the event of an initial public offering of stock made by the Company under the Securities Act, the Optionee shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or make any short sale of, or otherwise dispose of any shares of stock of the Company or any rights to acquire stock of the Company for such period of time as may be established by the underwriter for such initial public offering; provided, however, that such period of time shall not exceed one hundred eighty (180) days from the effective date of the registration statement to be filed in connection with such initial public offering. The foregoing limitation shall not apply to shares registered under the Securities Act.
