Direct Listing Sample Clauses

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Direct Listing. The term “Direct Listing” means the Company’s initial listing of its Common Stock on a national securities exchange by means of a registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by the Board. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and any and all mentions of an underwritten offering or underwriters contained herein shall not apply to a Direct Listing.
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Direct Listing. Parentco shall effect the Direct Listing and the Southern Acquisition; provided that this condition shall be deemed satisfied if the Southern Acquisition and the Direct Listing are consummated substantially concurrently with the effectiveness of the Registration Statement.
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Direct Listing. Notwithstanding any other provision of this Section 1.2, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act which constitutes a Qualified Public Offering pursuant to Article IV, Section (4)(b)(i)(B) of the Restated Certificate, the Company will promptly cause to be registered for resale under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration (provided that if the Company does not register all Registrable Securities held by Holders who are deemed affiliates for purposes of Rule 144, the percentage of Registrable Securities that shall be registered on behalf of such affiliates shall be consistent with respect to all such affiliates), and to use its commercially reasonable efforts to keep such registration statement effective for one hundred eighty (180) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute securities to affiliates, managers, members, partners, equity holders, and/or other interest holders.
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Direct Listing. Notwithstanding any other provision of this Section 2.1, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act in connection with a Direct Listing in which the Company registers shares of its existing capital stock for resale, the Company will promptly cause to be registered for resale in such registration statement under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration, and to use its commercially reasonable efforts to keep such registration statement effective for ninety (90) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute unlegended securities to affiliates, managers, members, partners, equity holders, and/or other interest holders who will be able to sell freely tradable securities.
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Related to Direct Listing

  • AMEX Listing The shares of AMCON Common Stock to be issued in the Merger shall have been approved for listing upon issuance on the AMEX, subject to official notice of issuance;

  • Directory Listings 15.1.1 CBT, as publisher of its White Pages, will include Primary Listings of CLEC’s resale directory customers in its White Pages, and shall cause its publisher to include primary listings of CLEC’s directory customers in its Publisher’s Yellow Pages Directories under the following terms and conditions: 15.1.1.1 CBT will publish the Primary Listing of CLEC Directory Customers located within the geographic scope of its White Pages directory and will recover costs for both resale and facility based Customers in accordance with the Act.

  • Blacklisting The Contractor must not commit any breach of the Employment Relations ▇▇▇ ▇▇▇▇ (Blacklists) Regulations 2010 or section 137 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, or commit any breach of the Data Protection Laws by unlawfully processing personal data in connection with any blacklisting activities. Breach of this clause is a material default which shall entitle the Authority to terminate the Framework Agreement.

  • White Pages Listings 5.1 BellSouth shall provide <<customer_name>> and their customers access to white pages directory listings under the following terms:

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.04, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance of doubt, the provisions of Sections 5.03 and 5.08 shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.