Registered Public Offerings Sample Clauses

Registered Public Offerings. In the event that any Offer Notice delivered by the Trust pursuant to Section 3(c) or Section 3(d) relates to a proposed transfer of Shares by the Trust pursuant to an Offering, the price per Share at which the Restricted Stockholder shall be entitled to purchase any or all of such shares shall be the Offer Price. The Trust’s offer to the Restricted Stockholder relating to an Offering shall remain open for five (5) Business Days after the delivery of the Offer Notice specifying the Offer Price. If the Restricted Stockholder does not accept the Trust’s offer prior to 5:00 p.m. New York City time on the fifth (5th) Business Day after the Trust’s delivery of the Offer Notice to the Restricted Stockholder, (i) the Restricted Stockholder shall be deemed to have rejected the Trust’s offer, and (ii) the Trust shall have the next ninety (90) Business Days (commencing the Business Day after receipt of such actual or deemed rejection) in which to effect the Offering. If the Restricted Stockholder exercises its rights under Section 3(d) to participate as a transferring stockholder in the proposed Offering, the number of the Restricted Stockholder’s shares entitled to participate in the contemplated Offering shall, at its option, be up to the percentage of the Shares contemplated to be sold in the Offering equal to (i) the number of Shares owned by the Restricted Stockholder divided by (ii) the total number of Shares owned by the Stockholder Parties. For example, assuming that the Trust held 30,000,000 Shares and the Restricted Stockholder held 20,000,000 shares, if the Trust were to propose an Offering of 20,000,000 shares, and if the Restricted Stockholder elected to participate fully, it would be permitted to sell in the Offering 40% of the Shares to be sold in the Offering, or 8,000,000 Shares, and the Trust would be permitted to sell in the Offering the balance, or 12,000,000 Shares.
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Registered Public Offerings. To the extent that any shareholder of Skype (the “Initiating Shareholder”) delivers notice to the Partnership of its demand or piggyback registration rights to register its Securities in an Initial Public Offering pursuant to Section 6.1 or Section 6.2 of the Shareholders Agreement, the General Partner shall promptly provide written notice to each Limited Partner of the proposed Initial Public Offering, setting forth all of the principal terms and conditions of the proposed Initial Public Offering and including the relevant information (including the expected price range or minimum price per Security to be sold in such proposed Initial Public Offering) set forth in any notice with respect thereto issued pursuant to the Shareholders Agreement. Each Limited Partner shall have ten (10) days from the effective date of such notice (or such shorter period reasonably specified by the General Partner based on the period of time specified by the Initiating Shareholder but in any event no less than two (2) Business Days) (the “IPO Acceptance Period”) within which to provide written notice (the “IPO Acceptance Notice”) to the General Partner to include all or a portion of such Limited Partner’s Pro Rata Portion of the Partnership’s Securities in the Initial Public Offering. Following the expiry of the IPO Acceptance Period, to the extent permitted by the underwriters acting in relation to any such Initial Public Offering (which Skype shall make a good faith reasonable effort to obtain), the General Partner shall cause the Partnership to exercise its registration rights under the Shareholders Agreement to sell the same portion (the “IPO Transferring Portion”) of its Securities as the Initiating Shareholder is selling in such offering (except to the extent any Limited Partner(s) do not timely and validly return a IPO Acceptance Notice to include the entire Pro Rata Portion(s) of such Limited Partner(s) and only to the extent permitted by, and as adjusted to the extent required to comply with, applicable law, the terms and conditions of the Shareholders Agreement and the articles of association of Skype, and as adjusted to ensure the Partnership does not own ordinary shares of Skype (and no Limited Partner holds Partnership Units) other than in an exact multiple of the number of classes of ordinary shares of Skype then outstanding, in each case as determined, and except as waived, by the General Partner in its good faith discretion), subject to the terms of the Sharehol...
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Registered Public Offerings. If --------------------------- Chrysalis issues and sells Common Stock in a registered public offering (other than a registration on Form S-8 or any similar or successor form thereto, relating to an employee or director stock option, stock purchase or other benefit plan or on Form S-4 or any similar or successive form thereto relating to any business combination) (a "Public Offering"), the Investor shall have, at its option, either (i) the registration rights set forth in Section 7 of this Agreement or (ii) the right to purchase the Investor's pro rata share (or any part thereof) of the publicly-offered Common Stock (the "Offered Common Stock") on the same terms as contained in the registration statement relating to such Common Stock; provided, however -------- ------- the issuance of such shares of Common Stock to Investor as contemplated hereby pursuant to this Section 6(a)(ii) may be effected by Chrysalis in compliance with any applicable regulatory requirements, including, without limitation, the rules and regulations under the federal or state securities laws and promulgated by the National Association of Securities Dealers. The Investor's pro rata share of the Offered Common Stock will be a fraction of the Offered Common Stock, of which the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) held by the Investor on the date of the Chrysalis Notice (as defined in Section 6.2) (the "Notice Date") shall be the numerator and the total number of shares of Common Stock issued and outstanding on the Notice Date shall be the denominator.
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Registered Public Offerings. In the event that any Offer Notice delivered by the Trust pursuant to Section 3(c) or Section 3(d) relates to a proposed transfer of Shares by the Trust pursuant to an Offering, the price per Share at which the Restricted Stockholder shall be entitled to purchase any or all of such shares shall be the Offer Price. The Trust’s offer to the Restricted Stockholder relating to an Offering shall remain open for five (5) Business Days after the delivery of the Offer Notice specifying the Offer Price. If the Restricted Stockholder does not accept the Trust’s offer prior to 5:00 p.m. New York City time on the fifth (5th) Business Day after the Trust’s delivery of the Offer Notice to the Restricted Stockholder, (i) the Restricted Stockholder shall be deemed to have rejected the Trust’s offer, and (ii) the Trust shall have the next ninety (90) Business Days (commencing the Business Day after receipt of such actual or deemed rejection) in which to effect the Offering. If the Restricted Stockholder exercises its rights under Section 3(d) to participate as a transferring stockholder in the proposed Offering, the number of the Restricted Stockholder’s shares entitled to participate in the
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Related to Registered Public Offerings

  • 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.

  • Annual Registered Public Accounting Firm Attestation (a) On or before March 30th of each year, beginning March 30, 2019, the Servicer shall cause a registered public accounting firm, which may also render other services to the Servicer or to its Affiliates, to furnish to the Issuer, with a copy to the Indenture Trustee, each attestation report on assessments of compliance with the Servicing Criteria with respect to the Servicer or any Affiliate thereof during the related fiscal year delivered by such accountants pursuant to paragraph (c) of Rule 13a-18 or Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification required by this paragraph may be replaced by any similar certification using other procedures or attestation standards which are now or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action” letter or similar guidance promulgated by the Commission.

  • 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

  • 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.

  • 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.

  • 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.

  • 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.

  • Annual Report by Independent Registered Public Accountants In the event the firm of Independent registered public accountants requires the Indenture Trustee to agree or consent to the procedures performed by such firm pursuant to Section 3.04(a) of the Servicing Agreement, the Indenture Trustee shall deliver such letter of agreement or consent in conclusive reliance upon the direction of the Issuer in accordance with Section 3.04(a) of the Servicing Agreement. In the event such firm requires the Indenture Trustee to agree to the procedures performed by such firm, the Issuer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Issuer, and the Indenture Trustee makes no independent inquiry or investigation to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

  • Independent Registered Public Accounting Firm The independent registered public accounting firm who certified the statement of assets and liabilities and related statement of operations and delivered its report with respect to the audited financial statements included or incorporated by reference in the Registration Statement, each preliminary prospectus and the Prospectus is an independent registered public accounting firm with respect to the Fund as required by the 1933 Act, the 1940 Act and the Rules and Regulations.

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