Following an Initial Public Offering Sample Clauses

Following an Initial Public Offering. In the event of an IPO which does not constitute a Change of Control, any unvested Performance-Vesting Options shall remain outstanding and remain subject to the same vesting schedule set forth herein, and from and after the date of an IPO, if the average closing trading price for shares of common stock of the Company on the exchange on which such shares are then listed , then the Performance-Vesting Options shall vest in full , subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the end of such period.
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Following an Initial Public Offering any Holder may assign its rights hereunder to persons who acquire Registrable Securities (and the same remain Registrable Securities after such acquisition) from such Holder, provided that no such assignment shall be binding upon or obligate the Company or the Holders hereunder to any such assignee unless and until the Company shall have received notice of such assignment and a written agreement of the assignee to be bound by the provisions of this Agreement (it being understood that the Company shall deliver such notice and agreement to the other Holders hereunder).
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Following an Initial Public Offering. In the event of an IPO which does not constitute a Change of Control, any unvested Performance-Vesting Shares shall remain outstanding and remain subject to the same vesting schedule set forth herein, and from and after the date of an IPO, if the average closing trading price for shares of common stock of the Company on the exchange on which such shares are then listed , then the Performance-Vesting Shares shall vest in full , subject to the Subscriber remaining in a continuous Service Relationship from the vesting commencement date through the end of such period.
Sample 1
Following an Initial Public Offering. In the event of an IPO which does not constitute a Change of Control, any unvested Performance-Vesting Options shall remain outstanding and remain subject to the same vesting schedule set forth herein, and from and after the date of an IPO, if the average closing trading price for shares of common stock of the Company on the exchange on which such shares are then listed over any ten (10) day trading period equals or exceeds the Liquidity Threshold Price, then the Performance-Vesting Options shall vest in full immediately following the end of such ten (10) day trading period, subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the end of such period.
Sample 1
Following an Initial Public Offering the term Change in Control shall mean (i) a sale, assignment, transfer or other disposition of securities in one or more related transactions where the shareholders immediately prior to such transaction cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities; (ii) a merger, consolidation, reorganization or similar corporate event in which the shareholders immediately prior to such transaction cease to beneficially own 51% or more of the total combined voting power of the Company's outstanding securities or 51% or more of the total combined voting power of the resultant corporation or entity if the Company does not survive such transaction; or (iii) the sale, transfer, assignment or other disposition of all or substantially all of the Company's property, assets or business to one or more unrelated parties. The term Initial Public Offering shall mean an initial public offering of the Company's Common Stock pursuant to a registration statement (other than on Form S-8 or successor forms) filed with, and declared effective by, the Securities and Exchange Commission.
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Following an Initial Public Offering. Any time after the date on which InterVU consummates an Initial Public Offering which is during the Exclusive Term, NBC may terminate this Agreement without cause by giving ninety (90) days prior written notice to InterVU. Any such notice must be accompanied by, and actual termination of this Agreement at the end of the ninety (90) days shall be expressly conditioned upon, NBCI's or NBC's return, for no compensation, of either (i) all of the shares of InterVU Common Stock held by each party, or both parties, if such termination becomes effective prior to the date which is three (3) months following the Effective Date and NBC has not for at least a three (3) month period complied with the intent of this Agreement or, at a minimum, displayed a button or link containing a copy of the InterVU Logo somewhere on NBC.xxx, xxe location of which shall be selected by NBC in its sole discretion, or (ii) 600,000 shares of InterVU Common Stock if such termination becomes effective at any other time during the first two (2) years of the Exclusive Term; provided, however, that neither NBCI nor NBC shall be required to return any such Common Stock until such date as NBC receives all of the Prepayments owed pursuant to Sections 4.4 and 4.5.1.
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Following an Initial Public Offering. For each full calendar month, or pro rated portion thereof, beginning on date on which InterVU consummates an Initial Public Offering, NBC shall reimburse InterVU for the Costs, if any, actually incurred by InterVU in connection with the actual delivery of NBC Audio/Video Clips as described hereunder during each calendar month; provided, however, that NBC shall only be required to reimburse Costs in excess of $10,000 per month in the aggregate if either (i) such Costs are approved by NBC in writing in advance or (ii) are incurred by InterVU in connection with projects, operations or activities that have been approved by NBC in advance in a writing which describes the amount of additional Costs which will be incurred in connection with such projects, operations or activities.
Sample 1
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Following an Initial Public Offering. Xxxxx shall promptly inform UIRF of the consummation of an initial public offering of the Common Stock of Xxxxx pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (an “IPO”). At any time after the consummation of an IPO (the “Option Trigger Date”), UIRF may, during the Conversion Period as defined below, elect to convert all or part of each outstanding Deferred Payment (including interest thereon) into shares of the Common Stock of Xxxxx by executing and delivering to Xxxxx the form of subscription agreement (the “Subscription Agreement”) attached to this Amendment as Exhibit A, specifying therein the Deferred Payment(s), and the aggregate amount(s) thereof, to be converted. For purposes of this Paragraph 11.1.2, the Conversion Period shall commence on the Option Trigger Date and terminate on the later of (i) six months following such Option Trigger Date or (ii) six months following the expiration of any applicable Lock-Up to which UIRF may be bound pursuant to Section 2(f) of the Subscription Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act.
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Following an Initial Public Offering. From and after the date of an IPO, if the average closing trading price for Shares on the exchange on which the Shares are then listed over any ten (10) day trading period equals or exceeds the Liquidity Threshold Price, then the Performance Option shall vest in full immediately following the end of such ten (10) day trading period, subject to the Participant’s continued employment by the Company or a Subsidiary through the end of such period.
Sample 1

Related to Following an Initial Public Offering

  • 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.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • Agreement in Connection with Initial Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Registration Statement and Prospectus; Public Offering The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

  • Qualified Public Offering The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • IPO The IPO, in such form and substance as the REIT, in its sole and absolute discretion, shall have determined to be acceptable, shall have been completed (or be completed simultaneously with the Closing).

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