REGISTRATION ON A PARI PASSU BASIS Sample Clauses

REGISTRATION ON A PARI PASSU BASIS. Provant agrees that, in the event that at any time after the closing of the IPO it conducts a public offering of Common Stock registered under the Act and Provant and its underwriter determine, in their sole discretion, to permit (i) any holder of Merger Stock, (ii) any holder of Provant Common Stock issued as merger consideration in any of the Additional Mergers, or (iii) any Provant Principal to sell Provant Common Stock in such offering, then Provant shall permit each holder of Merger Stock to sell shares of such Merger Stock in such offering in the same proportion as the person referenced in any of clauses (i) through (iii) above who is then being permitted to sell the highest proportion of his or her shares of Provant Common Stock (all such proportions being based on the respective number of shares of Provant Common Stock that each applicable person then holds); provided, however, that the foregoing right shall not apply to shares that are no longer subject to the two-year restriction period under the Investment Letter and that are tradeable either without regard to Rule 144 promulgated under the Act or tradeable within a 90 day period under such Rule 144. For purposes of the foregoing, an agreement granting a person a right to have shares registered in the future shall not be construed as "permitting" such person to sell shares in an offering until such time as such right is properly exercised under the terms of such agreement.
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REGISTRATION ON A PARI PASSU BASIS. (a) In the event of a public offering of PROVANT Common Stock registered under the Securities Act and any holder of shares issued in connection with the mergers (the "Founding Company Mergers") of wholly-owned subsidiaries of PROVANT with certain companies on May 4, 1998, or any PROVANT Principal (as such term is defined in the definitive agreements evidencing the Founding Company Mergers), is permitted to sell PROVANT Common Stock in such offering, each Shareholder shall be permitted to sell shares of PROVANT Common Stock in equal proportions and on the same terms, based on the respective number of shares of PROVANT Common Stock each then holds (provided, however, that this Section 7.6 shall not apply to any shares that are tradable immediately pursuant to Rule 144(k) promulgated under the Securities Act).
Sample 1
REGISTRATION ON A PARI PASSU BASIS. Provant agrees that, in the event that at any time after the closing of the IPO it conducts a public offering of Common Stock registered under the Act and Provant and its underwriter determine, in their sole discretion, to permit (i) any holder of Merger Stock, (ii) any holder of Provant Common Stock issued as merger consideration in any of the Additional Mergers, or (iii) any Provant Principal to sell Provant Common Stock in such offering, then Provant shall permit each holder of Merger Stock to sell shares of such Merger Stock
Sample 1

Related to REGISTRATION ON A PARI PASSU BASIS

  • Pari Passu Status The obligations of the Guarantor hereunder constitute direct, general obligations of the Guarantor and rank at least pari passu (in priority of payment) with all other unsecured, unsubordinated Indebtedness (other than any such Indebtedness that is preferred by mandatory provisions of law) of the Guarantor.

  • Conversion of Multiple Notes by a Single Holder If a Holder converts more than one (1) Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will (in the case of any Global Note, to the extent permitted by, and practicable under, the Depositary Procedures) be computed based on the total principal amount of Notes converted on such Conversion Date by such Holder.

  • Pari Passu Ranking Each Obligor must ensure that its payment obligations under the Finance Documents rank at least pari passu with all its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

  • Right of Holders to Require the Company to Repurchase Notes Upon a Fundamental Change Subject to the other terms of this Section 4.02, if a Fundamental Change occurs, then each Holder will have the right (the “Fundamental Change Repurchase Right”) to require the Company to repurchase such Holder’s Notes (or any portion thereof in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

  • Pari Passu or Priority Status The claims of the Agents and the Lenders against the Parent or the Borrower under this Agreement will rank at least pari passu with the claims of all unsecured creditors of the Parent or the Borrower (other than claims of such creditors to the extent that they are statutorily preferred) and in priority to the claims of any creditor of the Parent or the Borrower who is also a Credit Party.

  • Registration in Nominee Name; Denominations The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. The Collateral Agent shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

  • Registration Exchange Substitution of Notes 14.1 Registration of Notes 14.2 Transfer and Exchange of Notes 14.3 Replacement of Notes

  • Pari Passu Guarantees The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred or capital securities issued by the Issuer Trust and with any other security, guarantee or other obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement.

  • Additional Notes; Variable Securities; Dilutive Issuances So long as any Buyer beneficially owns any Securities, the Company will not issue any Notes other than to the Buyers as contemplated hereby and the Company shall not issue any other securities that would cause a breach or default under the Notes. For so long as any Notes remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Company Common Stock or directly or indirectly convertible into or exchangeable or exercisable for Company Common Stock at a price which varies or may vary after issuance with the market price of the Company Common Stock, including by way of one or more reset(s) to any fixed price unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Conversion Price (as defined in the Notes) with respect to the Company Common Stock into which any Note is convertible or the then applicable Exercise Price (as defined in the Warrants) with respect to the Company Common Stock into which any Warrant is exercisable. For purposes of clarification, this does not prohibit the issuance of securities with customary “weighted average” or “full ratchet” anti-dilution adjustments which adjust a fixed conversion or exercise price of securities sold by the Company in the future. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be required to issue upon conversion of any Note or exercise of any Warrant any shares of Company Common Stock in excess of that number of shares of Company Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without breaching the Company’s obligations under the rules or regulations of the Principal Market.

  • Notes to Rank Pari Passu The Notes and all other obligations under this Agreement of the Company are and at all times shall remain direct and unsecured obligations of the Company ranking pari passu as against the assets of the Company with all other Notes from time to time issued and outstanding hereunder without any preference among themselves and pari passu with all other present and future unsecured Debt (actual or contingent) of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Debt of the Company.

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