Terms of Rights Offering Sample Clauses

Terms of Rights Offering. In connection with the Rights Offering, BFE Corp. shall distribute at no charge to each of the record holders (the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal to the quotient obtained by dividing the total number of Depositary Shares actually purchased in the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion Ratio”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at the record date for the Rights Offering, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% of its pro rata share of Rights (the “Over-Subscription Privileges”). For purposes of this paragraph, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding. If and to the extent that the Backstop Parties determine, in their sole discretion after consultation with BFE Corp., that the exercise of the Over-Subscription Privileges would result in adverse tax, legal or regulatory consequences to BFE Corp. or any of the Backstop Parties, BFE Corp. may reduce or eliminate, pro rata for all holders of Rights, exercise of Over-Subscription Privileges.
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Terms of Rights Offering. Pursuant to the Rights Offering, the Company will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable. Every 13.73 Rights will entitle the holder to purchase, at the election of such holder, one Rights Share (the "Basic Subscription Privilege") at a price per Rights Share equal to $8.00 (the "Subscription Price"). The Rights Offering will remain open for at least 21 calendar days following the date on which the Rights Offering Circular is sent to Shareholders. The Rights will expire at 2:00 p.m. (Vancouver time) on the day following such 21st day (the "Rights Expiry Date").
Sample 1
Terms of Rights Offering a) In connection with the Rights Offering, Community Shores shall distribute at no charge to each of the holders of Common Stock on the record date for the Rights Offering (collectively, the “Eligible Common Stockholders”) rights (the “Rights”) to purchase shares of Common Stock, at a per share purchase price to be established by the Board of Directors of Community Shores, and agreed to by the Backstop Party, in connection with the Rights Offering (the “Rights Price”). All Eligible Common Stockholders shall be eligible to participate in the Rights Offering pro rata based on each Eligible Common Stockholder’s ownership of Common Stock as of the record date for the Rights Offering. In addition, each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for a portion of any shares of Common Stock that are not purchased by our other shareholders through the exercise of their basic subscription rights (the “Oversubscription Privilege”); provided that no Eligible Common Stockholder may acquire ownership of more than 4.99% of the outstanding Common Stock (after giving effect to the consummation of the Rights Offering, the Senior Debt Conversion, and the Minimum Purchase), without prior consent of the Board of Directors of Community Shores. For purposes of this Letter Agreement, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding, in each case, as of the record date for the Rights Offering. Community Shores represents and warrants to the Backstop Party that the record date for the Rights Offering will be set as a date after the date of this Letter Agreement.
Sample 1
Terms of Rights Offering. In connection with the Rights Offering, BFE Corp. shall distribute at no charge to each of the existing holders (collectively, the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Common Stock, the “BFE Common Stock”) rights (the “Rights”) to purchase up to an aggregate of 4,000,000 shares of Series A Convertible Preferred Stock, at a per share offering price equal to $10.00 per share (the “Per Preferred Share Purchase Price”). Each share of Series A Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal to the quotient obtained by dividing the Per Preferred Share Purchase Price by the Rights Price (as defined below) (the “Conversion Ratio”). All Eligible Common Stockholders shall be eligible to participate in the Rights Offering pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at the time of the Rights Offering, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for up to all of its pro rata share of unsubscribed Rights. For purposes of this Letter Agreement, “pro rata” shall mean (x) the aggregate number of shares of BFE Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of BFE Common Stock outstanding.
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Terms of Rights Offering. Pursuant to the Rights Offering, the Company will issue on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one (1) Right for each Common Share held. One (1) Right will entitle the holder to purchase, at the election of such holder, that number of Common Shares equal to the quotient of the Rights Shares divided by 111,148,683 (the “Basic Subscription Privilege”) at a price per Rights Share equal to 75% of the market price of the Common Shares determined in accordance with Exchange rules (the “Subscription Price”). The Rights Offering will remain open for a period of 30 calendar days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act (the “Effective Date”), subject to a maximum exercise period of 90 days from the issuance date of the Rights (the “Rights Expiry Date”), provided that if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, then the Rights Expiry Date will be the Effective Date. Each such Right will be non-transferable and non-exchangeable, and may not be exercised to acquire Rights Shares, prior to and including the Effective Date, and will thereafter be transferable, exchangeable and exercisable to acquire Rights Shares up to and including the Rights Expiry Date.
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Terms of Rights Offering. Stratosphere shall conduct a rights offering (the "Rights Offering"), the net proceeds of which shall be not less than $75,000,000, pursuant to
Sample 1
Terms of Rights Offering. Pursuant to the Rights Offering, the Corporation will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable. Four Rights will entitle the holder to purchase, at the election of such holder, one Rights Share (the “Basic Subscription Privilege”) at a price per Rights Share equal to $1.60 (the “Subscription Price”). The Rights Offering will remain open for at least 21 calendar days following the date on which the Rights Offering Circular is sent to Shareholders. The Rights will expire on 12:00 pm (Toronto time) on the day following such 21st day (the “Rights Expiry Date”).
Sample 1
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Related to Terms of Rights Offering

  • The Rights Offering Following the First Closing, the Company will commence a rights offering providing holders of record of the Common Stock on the day prior to the First Closing Date with the right to invest in Common Stock at the same price per share paid by the Purchasers and the Anchor Investors (the “Rights Offering” and together with the Equity Investment, the TARP Exchange and the Exchange Offers, the “Recapitalization”). The rights will be non-transferable and will provide for the purchase of a maximum of $20,000,000 worth of Common Stock by such existing stockholders.

  • Exercise of Rights; Separation of Rights (a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-hundredth of a share of Preferred Stock.

  • Rights Offering If and whenever the Company shall issue to all or substantially all the holders of Common Stock, rights, options or warrants under which such holders are entitled, during a period expiring not more than 45 days after the record date of such issue, to subscribe for or purchase Common Stock (or Derivative Securities), at a price per share (or, in the case of securities convertible into or exchangeable for Common Stock, at an exchange or conversion price per share at the date of issue of such securities) of less than 95% of the Market Price of the Common Stock on such record date (any such event being herein called a "Rights Offering"), then in each such case the applicable Fixed Price shall be adjusted, effective immediately after the record date at which holders of Common Stock are determined for the purposes of the Rights Offering, by multiplying the applicable Fixed Price in effect on such record date by a fraction of which:

  • Rights Offerings In case the Company shall, at any time after the Date of Grant, issue rights, options or warrants to the holders of equity securities of the Company, entitling them to subscribe for or purchase shares of Common Stock (or securities convertible or exchangeable into Common Stock) at a price per share of Common Stock (or having a conversion or exchange price per share of Common Stock if a security convertible or exchangeable into Common Stock) less than the fair market value per share of Common Stock on the record date for such issuance (or the date of issuance, if there is no record date), the Warrant Price to be in effect on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the Warrant Price in effect immediately prior to such record date (or issuance date, as the case may be) by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such fair market value on such record date (or issuance date, as the case may be) and (ii) the denominator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the convertible securities to be offered are initially exchangeable or convertible). In case such purchase or subscription price may be paid in part or in whole in a form other than cash, the fair value of such consideration shall be determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Warrant Price shall again be adjusted to be the Warrant Price that would then be in effect if such issuance had not occurred, provided however, the Company shall adjust the number of Warrant Shares issued upon any exercise of this Warrant after the adjustment required pursuant to this Section 4(f) but prior to the date such subsequent adjustment is made, in order to equitably reflect the fact that such rights, options, warrants, or convertible or exchangeable securities were not so issued or expired or ceased to be convertible or exchangeable before they were exercised, converted, or exchanged (as the case may be). g.

  • XXXX OF RIGHTS 11.1 Whenever a law enforcement officer is under investigation and subject to interrogation by members of his or her agency for any reason, which could lead to disciplinary action, demotion, or dismissal, such interrogation shall be conducted under the following conditions:

  • Summary of Rights As soon as practicable after the Record Time, the Company will mail a letter summarizing the terms of the Rights to each holder of record of Common Stock as of the Record Time, at such holder's address as shown by the records of the Company.

  • Annual Notification of Rights If the LEA has a policy of disclosing Education Records and/or Student Data under FERPA (34 CFR § 99.31(a)(1)), LEA shall include a specification of criteria for determining who constitutes a school official and what constitutes a legitimate educational interest in its annual notification of rights.

  • Amendment of Rights Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of each party hereto.

  • Exercise of Rights; Tender Offers Upon receipt of Proper Instructions, the Custodian shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of such issuer or trustee, for the purpose of exercise or sale, provided that the new securities, cash or other assets, if any, acquired as a result of such actions are to be delivered to the Custodian; and (b) deposit securities upon invitations for tenders thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall promptly notify each applicable Fund of such action in writing by facsimile transmission or in such other manner as such Fund and the Custodian may agree in writing.

  • Expiration of Rights The Rights will expire on the earliest of (a) 5:00 p.m., New York City time, on December 30, 2021 (b) the time at which the Rights are redeemed (as described in Section 6 below), and (c) the time at which the Rights are exchanged in full (as described in Section 7 below).

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