Offering Requirements Sample Clauses

Offering Requirements. The Company shall not be required to effect any registration of Registrable Securities pursuant to Section 3.1(a) or Section 3.1(b) unless the anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Registrable Securities requested to be registered by the Initiating Holders is equal to or greater than $25 million; provided that, in the case of an underwritten offering, the Company shall not be required to effect any such registration unless the anticipated aggregate public offering price (before any underwriting discounts and commissions) of the Registrable Securities requested to be registered by the Initiating Holders is equal to or greater than $100 million. Notwithstanding the foregoing, the Company shall not be obligated to effect any such registration if within 20 days of receipt of a written request from any Initiating Holder or Initiating Holders pursuant to this Section 3.1, the Company gives notice to such Initiating Holder or Initiating Holders of the Company's intention to make a public offering within 45 days from receipt of such written request from any Initiating Holder or Initiating Holders (other than on Form S-4 or S-8 or any successor or similar forms); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and provided that the Company may only delay an offering pursuant to this provision for a period of not more than 45 days, if a filing of any other registration statement is not made within that period, and the Company may only exercise this right twice in any twelve (12)-month period.
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Offering Requirements. (a) If, pursuant to Section 4.1, the Initiating Sponsors intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their registration request made pursuant to Section 4.1 (or, alternatively, in the case of a Shelf Registration Statement takedown, a written request to the Company). In the event of an underwritten offering pursuant to this Section 4.3(a), (A) the Initiating Sponsors shall provide such request in writing to the Company at least ten Business Days’ prior to the expected date of the proposed offering and (B) the Company shall use commercially reasonable efforts to cooperate with such Sponsors and the potential underwriters to effect such underwritten offering as soon as reasonably practicable thereafter. Within two Business Days after the receipt of the request from the Initiating Sponsors, the Company shall give written notice of the proposed underwritten offering under this Section 4.3(a) to each Sponsor, Syndicatee, Management LP and Bohai (or, in the case of a Shelf Registration Statement takedown, to each Sponsor, Syndicatee, Management LP and Bohai whose Registrable Securities are included in the applicable Shelf Registration Statement), which notice may be the Demand Notice in the case of a request under Section 4.1(a) or 4.1(b), and shall specify the type of offering, the number and type of Registrable Securities proposed to be offered and the proposed managing underwriter(s). Subject to the provisions of this Section 4.3, each Sponsor, Syndicatee, Management LP and Bohai that requests in writing within five Business Days after the receipt of the Company’s written notice described in the preceding sentence that all or a portion of its Registrable Securities be included in the proposed underwritten offering shall be permitted to include such Registrable Securities in such underwritten offering. Sponsors holding a majority of the Registrable Securities to be included in such underwritten offering shall identify the potential underwriters(s) for such underwritten offer, which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Company’s approval, not to be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision of this Section 4.3, if the managing underwriter advises the Company, the Sponsors, the Syndicatees, the Management LPs and Bohai participating in such offeri...
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Offering Requirements. The Company shall not be required to effect any registration of Registrable Securities pursuant to Section 3.1(a) or
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Offering Requirements. Evaluation and Acceptance BlackBerry Commerce may test, or have tested, and evaluate Offerings for their suitability as Offerings made available by BlackBerry Commerce through a BlackBerry Commerce Store or to be sold using the BlackBerry Payment Service, but has no obligation to do so. BlackBerry Commerce may also perform similar testing and evaluation services as a service provider or agent (as applicable) for Third Party MoRs. Such testing is for BlackBerry Commerce’s and/or a Third Party MoR’s internal use only, and shall not be used as a representation by Vendor or any third party as to the performance or quality of an Offering. Nothing in this Agreement shall limit BlackBerry Commerce’s and its affiliates’ and their respective agents’ and service providers’ ability to test and evaluate Offerings, in any manner whatsoever, to assess usage of APIs by Offerings and whether Offerings comply with the BlackBerry Commerce Guidelines or contain any malware, and BlackBerry Commerce reserves the right to test and evaluate each update, upgrade and version of an Offering. Upon receiving notification from BlackBerry Commerce that its Application (and any associated In-App Products) has been accepted, Vendor may initiate the publication of that Application in a BlackBerry Commerce Store at the time it wishes, by indicating its intention to do so on the Vendor Portal. Subject to the terms of this Agreement, BlackBerry Commerce will make the Application available to End Users within a commercially reasonable period of time after such initiation by Vendor, and Vendor thereafter may make In-App Products available through copies of the Application distributed through the BlackBerry Commerce Store. Further, if Vendor has not initiated the publication of an Application within thirty
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Related to Offering Requirements

  • Listing Requirements The Company shall not be obligated to deliver any certificates representing any shares until all applicable requirements imposed by federal and state securities laws and by any stock exchanges upon which the shares may be listed have been fully met.

  • Filing Requirements Escrow securities will not be released under this Part until the Issuer does the following:

  • Vesting Requirements The vesting of this Award (other than pursuant to accelerated vesting in certain circumstances as provided in Section 3 below or vesting pursuant to Section 6 below) shall be subject to the satisfaction of the conditions set forth in each of subsections A and B, as applicable, and, in each case, subsection C of this Section 2:

  • Underwriting Requirements (a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

  • Funding Requirements If Subrecipient receives funds pursuant to this Contract for more than one program, the funds received by Subrecipient for each program shall be expended only for that program, and Subrecipient shall not expend more funds for any program than are set forth in the Attachment C, Budget Schedule(s) for that program. Subrecipient shall operate continuously throughout the term of this Contract with at least the minimum number and type of staff and volunteers required for provision of the services described. Such staff and volunteers shall be qualified in accordance with all applicable statutes and regulations. Subrecipient agrees to submit to Administrator, upon request, a list of persons, including employees, subcontractors and volunteers, who are to provide such services, and any changes to said list, by name, title, professional degree, and experience. Additional Services. Subrecipient also shall provide the following services to Older Individuals to whom it provides the services described herein in Attachment A with the consent of the Older Individual, or his or her representative, Subrecipient shall bring to the attention of appropriate officials for follow-up, conditions or circumstances which place the Older Individual, or the household of the Older Individual, in imminent danger. Nothing in this paragraph shall be construed to limit Subrecipient’s responsibilities for elder abuse reporting as set forth in this Contract. Coordination of services. Subrecipient shall assure that all services funded under this Contract are coordinated with other appropriate services in the community and that services funded under this Contract do not constitute unnecessary duplications of services provided by other sources. Coordination of resources. Subrecipient shall work collaboratively with County, particularly the Information and Assistance Program (I&A), to ensure that clients who may need any services available through Older Americans Act or Older Californians Act Programs are referred to I&A for assistance in accessing these services.

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove.

  • Reporting Requirements The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations.

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • Securities Law Requirements If at any time the Board or Committee determines that issuing Stock pursuant to this Agreement would violate applicable securities laws, the Corporation will not be required to issue such Stock. The Board or Committee may declare any provision of this Agreement or action of its own null and void, if it determines the provision or action fails to comply with applicable securities laws. The Corporation may require Participant to make written representations it deems necessary or desirable to comply with applicable securities laws.

  • Voting Requirements The affirmative vote at the Company Stockholders Meeting (the "Company Stockholder Approval") of a majority of the number of outstanding shares of Company Common Stock to approve and adopt this Agreement is the only vote of the holders of any class or series of the Company's capital stock necessary to approve and adopt this Agreement and the transactions contemplated hereby, including the Merger.

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