Conversion to Corporate Form; Public Offering Sample Clauses

Conversion to Corporate Form; Public Offering. (a) The parties hereto acknowledge that the Board may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, one hundred (100) percent of the assets and business of the Company (the “IPO Entity”), that such restructuring will result in the direct or indirect conversion of the Membership Units of the Company into capital stock of the IPO Entity and that the form of such restructuring shall be at the sole discretion of the Board. (b) Subject to the foregoing, the Board may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Membership Units to transfer such Membership Units or shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including without limitation in a transaction resulting in a dissolution of the Company pursuant to Article XI of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Membership Units in accordance with the terms of the exchange as provided by the Board. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity (on an “as converted” basis in the case of the Class B Membership Units) of equivalent economic value to the Membership Units exchanged therefor immediately prior to any restructuring under this Section 7.4, and that such exchange shall be contingent upon consummation of a public offering of equity securities by the IPO Entity. (d) With respect to Ribis and each Employee Unit Holder, prior to the earlier of (1) that day following consummation of an IPO on which any agreement entered into with the underwriter or underwriters of such IPO restricting the ability of Ribis or such Employee Unit Holder to sell, assign, hypothecate or otherwise transfer Restricted Securities expires or is terminated and (2) if no such agreement is entered into, the thirtieth business day following an IPO, neither Ribis nor any Employee Unit Holder shall, directly or indirectly, sell, assign, hypothecate or otherwise transfer (in each case, a “Transfer”) Restricted Sec...
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Conversion to Corporate Form; Public Offering. (a) The Members hereby acknowledge and agree that the Managers may approve a restructuring of the legal status and capital structure of the Company in the future in order to facilitate a public offering of securities by a corporate entity that, immediately after such restructuring, shall own, directly or indirectly, 100% of the property and business of the Company and its subsidiaries (the “IPO Entity”), that such restructuring will result in the direct or indirect conversion of the Shares of the Company into capital stock of the IPO Entity and that the decision to convert to corporate form and the form of such restructuring, including, without limitation, by merger, shall be at the sole discretion of the Managers, with the Members having no vote or veto power with respect to any such conversion. (b) Subject to the foregoing, the Managers may, without the consent of the Members, in order to facilitate a public offering of securities of the IPO Entity, cause the Company to incorporate its business or any portion thereof, or require the holders of Shares to transfer Shares to a newly-formed corporation as successor to the Company in exchange for common stock of said corporation, including, without limitation, in a transaction resulting in a dissolution of the Company pursuant to Article X of this Agreement, and, in connection therewith, each Member hereby expressly agrees to any such dissolution of the Company and the transfer of its Shares in accordance with the terms of the exchange as provided by the Managers. (c) The Members hereby acknowledge and agree that it is the intention of the Members that each member shall receive common stock in the IPO Entity of equivalent economic value to the Shares exchanged therefore immediately prior to any restructuring under this Section 10.04, that such exchange shall be contingent upon consummation of a public offering of securities by the IPO Entity, and that no consideration will be required from the Members for the shares of stock that they receive in the IPO Entity in exchange for their Shares.
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Related to Conversion to Corporate Form; Public Offering

  • Terms of Public Offering The Sellers are advised by you that the Underwriters propose (i) to make a public offering of their respective portions of the Shares as soon after the execution and delivery of this Agreement as in your judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus.

  • 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 ▇▇▇▇▇▇▇ de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option 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 Option is not subject to the supervision of the local securities authorities.

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • 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.