Stock Offerings Sample Clauses

Stock Offerings. The Company is distributing, at no charge, to the record holders of shares of its common stock, par value $0.01 per share (“Common Stock”), as of 5:00 p.m., Eastern time, on , 2008 (the “Record Date”), non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock (the “Rights Offering”). Each record holder is entitled to receive one Right for each share of Common Stock held by such record holder at the Record Date. Each Right entitles the holder thereof to subscribe for shares of Common Stock (the “Basic Subscription Privilege”) at a subscription price of $ per share of Common Stock (the “Subscription Price”). Each holder of Rights who exercises in full their Basic Subscription Privilege will be entitled, subject to certain limitations and subject to allotment, to subscribe for additional shares of Common Stock up to 100% of such holder’s pro rata share of the Unsubscribed Shares (as defined below) at the Subscription Price pursuant to the Basic Subscription Privilege (the “Over-Subscription Privilege”). To the extent that sufficient Unsubscribed Shares are not available to honor all Over-Subscription Privilege requests, the Unsubscribed Shares will be allocated as described in the Prospectus (as defined herein). Rights shall cease to be exercisable at 5:00 p.m., Eastern time, on , 2008, unless the Company extends the period for exercising Rights until no later than , 2008 (as it may be extended, the “Expiration Time”). The Company shall notify you orally and confirm in writing an extension of the Expiration Time. Rights are evidenced by non-transferable rights certificates in registered form (“Rights Certificates”). The Company will also sell shares of its Common Stock to standby purchasers in a concurrent stock offering (the “Standby Offering,” and together with the Rights Offering, the “Stock Offerings”). The Stock Offerings will be conducted in the manner and upon the terms and conditions set forth in the Company’s final Prospectus, dated as of , 2008 (the “Prospectus”), which is incorporated herein by reference and made a part hereof as if set forth in full herein.
Sample 1
AutoNDA by SimpleDocs
Stock Offerings. In August, 1999, the Company completed a secondary public offering of its common stock, issuing 4,600,000 shares at 36 of 40 $13.00 per share, from which it realized net proceeds (after under writing discounts and expenses) of approximately $55.6 million.
Sample 1
Stock Offerings. Beginning April 1, 1999, as long as Fxxxxxx is owed any amounts pursuant to this Agreement, in the event the Company should make any stock offerings, whether public, private or otherwise, ten percent (10%) of all monies raised pursuant to any such stock offering shall be paid to Fxxxxxx to retire indebtedness owed to him pursuant to this Agreement.
Sample 1
Stock Offerings. Section 8.6
Sample 1
Stock Offerings. HCCH shall not participate in a primary or secondary offering of securities during the period in which HCCH Affiliates' are prevented from disposing of securities pursuant to the terms of the HCCH Affiliates' Agreements. SECTION 8.6
Sample 1
Stock Offerings a copy of all current and past offering materials, including prospectuses, of the Company, and any registrations, Form 0 Federal, and state filings.
Sample 1
Stock Offerings. Notwithstanding any other provision of this Agreement, Business shall be entitled to issue any shares of its common or preferred stock or other securities for cash and engage in any public or private offering of its shares of stock or other securities for cash on such terms as may be determined by the Board of Directors of Business.
Sample 1
AutoNDA by SimpleDocs
Stock Offerings. If the Borrower shall receive Net Cash Proceeds from any public offering of common stock of the Borrower in an amount in excess of $50,000,000 (a "Qualified Public Offering"), the Borrower shall repay the amount, if any, outstanding on the Notes in an amount equal to 100% of such Net Cash Proceeds of such Qualified Public Offering (provided that the Base Revolving Credit Facility shall not be reduced or terminated by such offering or such payment). When used in this section, "Net Cash Proceeds" means, with respect to any issuance of common stock, the aggregate cash, proceeds received by the Borrower pursuant to such issuance, net of the costs relating to such issuance (including, without limitation, sales and underwriter's commissions and legal, accounting, printing and investment banking fees).
Sample 1

Related to Stock Offerings

  • Rights Offerings In case the Company shall, at any time after the Date of Grant, issue rights, options or warrants to the holders of equity securities of the Company, entitling them to subscribe for or purchase shares of Common Stock (or securities convertible or exchangeable into Common Stock) at a price per share of Common Stock (or having a conversion or exchange price per share of Common Stock if a security convertible or exchangeable into Common Stock) less than the fair market value per share of Common Stock on the record date for such issuance (or the date of issuance, if there is no record date), the Warrant Price to be in effect on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the Warrant Price in effect immediately prior to such record date (or issuance date, as the case may be) by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such fair market value on such record date (or issuance date, as the case may be) and (ii) the denominator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the convertible securities to be offered are initially exchangeable or convertible). In case such purchase or subscription price may be paid in part or in whole in a form other than cash, the fair value of such consideration shall be determined by the Board of Directors of the Company in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustment shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants, or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted, or exchanged (as the case may be), then the Warrant Price shall again be adjusted to be the Warrant Price that would then be in effect if such issuance had not occurred, provided however, the Company shall adjust the number of Warrant Shares issued upon any exercise of this Warrant after the adjustment required pursuant to this Section 4(f) but prior to the date such subsequent adjustment is made, in order to equitably reflect the fact that such rights, options, warrants, or convertible or exchangeable securities were not so issued or expired or ceased to be convertible or exchangeable before they were exercised, converted, or exchanged (as the case may be). g.

  • Exempted Offerings Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).

  • Similar Offerings The Company has not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the 1933 Act.

  • Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

  • Offerings Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities (as defined below) that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof Each Major Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Major Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security, or (iv) any such warrant or right.

  • 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.

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

Time is Money Join Law Insider Premium to draft better contracts faster.