Participation in the Rights Offering Sample Clauses

Participation in the Rights Offering. Pursuant to the terms and subject to the conditions of this Agreement, MLF hereby agrees to cause the MLF Funds to exercise, prior to the expiration of the Rights Offering, their respective full pro rata share of the Rights, based on the total number of Rights to which each such MLF Funds is entitled in the Rights Offering and the total number of Rights being offered in the Rights Offering (its “Pro Rata Share”), such exercise to be effected in accordance with the procedures set forth in the Company’s Registration Statement on Form S-1 that is contemplated to be filed with the Commission on or about September 2, 2005 (as filed and as thereafter amended, the “Registration Statement”; and the prospectus, including all documents incorporated therein by reference, as supplemented by the final prospectus relating to the Rights, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date the Registration Statement is declared effective by the Commission, is herein called the “Prospectus”) under the heading “The Rights Offering—Method of Exercising Rights,” and to pay the aggregate Exercise Price for its Pro Rata Share of the Rights granted to it in the Rights Offering as and when required pursuant to the provisions of the Rights.
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Participation in the Rights Offering. Pursuant to the terms and subject to the conditions of this Agreement, each of Ford and ARC Diamond hereby agrees, upon consummation of the Rights Offering and at the Subscription Price, to acquire the number of shares of Common Stock as equals the number of shares of Common Stock that Ford and ARC Diamond would otherwise have been entitled to purchase in the Rights Offering, and each of Ford and ARC Diamond agrees not to exercise its right to purchase its pro rata number of shares of Common stock in the Rights Offering.
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Participation in the Rights Offering. Noteholders have the right, but not the obligation, to participate in the Rights Offering. Subject to the terms and conditions set forth in the Plan and these Rights Offering Procedures, each Noteholder is entitled to subscribe for up to its Pro Rata share of Offered Securities at the Purchase Price. SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN AND THESE RIGHTS OFFERING PROCEDURES, ALL SUBSCRIPTIONS SET FORTH IN THE BENEFICIAL HOLDER SUBSCRIPTION FORM ARE IRREVOCABLE.
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Participation in the Rights Offering. Upon the terms and subject to the conditions set forth in the definitive documents regarding the Rights Offering, in consideration of the promises and mutual covenants and agreements herein contained, the Holder hereby agrees to fully subscribe, and will cause its affiliates to fully subscribe, for an amount of shares of Common Stock that is equal to its and their respective initial pro rata allocation of shares of Common Stock available for purchase in the Rights Offering (the “Initial Allocation”), unless the conditions set forth in the definitive documents regarding the Rights Offering are not satisfied or this Agreement is validly terminated pursuant to Section 10 hereof. The Holder hereby agrees that it shall not, and shall cause its affiliates not to, purchase or commit to purchase any shares of Common Stock in the Rights Offering in excess of the Initial Allocation (including through the exercise of any right to acquire additional shares in the event other participants in the Rights Offering do not fully subscribe to purchase their initial pro rata allocation of shares of Common Stock).
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Participation in the Rights Offering. Pursuant to the terms and subject to the conditions of this Agreement, Hunter's Glen hereby agrees to exercise prior to the expiration of thx Xxxxxx Xxxxring its pro rata share of the Rights, based on the total number of Rights to which Hunter's Glen is entitled in the Rights Offering and the total number xx Xxxxxx xxing offered in the Rights Offering (its "Pro Rata Share") in accordance with the procedures set forth in the Company's Registration Statement on Form S-1 initially filed with the Commission on December 15, 2003 (as amended, the "Registration Statement") under the heading "The Rights Offering---Method of Exercising Rights," and to pay the aggregate Subscription Price for its Pro Rata Share of the Rights granted to it in the Rights Offering.
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Participation in the Rights Offering. Pursuant to the terms and subject to the conditions of this Agreement, Xxxxxx'x Xxxx hereby agrees to exercise prior to the expiration of the Rights Offering its pro rata share of the Rights, based on the total number of Rights to which Xxxxxx'x Xxxx is entitled in the Rights Offering and the total number of Rights being offered in the Rights Offering (its "PRO RATA SHARE") in accordance with the procedures set forth in the Company's Registration Statement on Form S-1 initially filed with the Commission on December __, 2003 (as amended, the "REGISTRATION STATEMENT") under the heading "The Rights Offering---Method of Exercising Rights," and to pay the aggregate Subscription Price for its Pro Rata Share of the Rights granted to it in the Rights Offering.
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Related to Participation in the Rights Offering

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • 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:

  • Participation in Registrations (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement.

  • 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.

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

  • Participation Right From the date hereof through the two (2) year anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.

  • Participation in Litigation Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

  • Participation Rights At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if the Transferring Unitholder intends to Transfer Units of more than one class or series, each of the Other Unitholders electing to participate must participate in all such Transfers (to the extent such Other Unitholders hold such other class or series), (B) if such Transfer constitutes a Sale of the LLC, the Class D Units shall be deemed to be the same class of Units as the Class C Units for the purpose of this Section 10.2, and (C) in no event shall any Unitholder be entitled to Transfer any unvested Management Incentive Units pursuant this Section 10.2.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • Requirements for Participation in Registration Statement in Offerings Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

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