First Offering Clause Samples

The First Offering clause grants a specified party, often an existing shareholder or partner, the initial right to purchase shares or assets before they are offered to external parties. In practice, this means that if the company or another shareholder intends to sell shares, they must first present the opportunity to the party with the first offering right, who can then choose to buy on the same terms as would be offered to outsiders. This clause primarily serves to give current stakeholders the chance to maintain their ownership percentage and control, thereby preventing unwanted third parties from acquiring an interest in the company.
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First Offering. The Company hereby agrees that it shall conduct an Offering (the "First Offering") of such size as shall be determined by the Board of Trustees of the Company, provided that (i) the First Offering shall generate gross proceeds to the Company of at least $50,000,000 and (ii) the subscription price per share (the "First Subscription Price") of the Company's Shares of Beneficial Interest, $1.00 par value per share (the "Common Shares"), offered for sale in the First Offering shall be as follows: (a) if the Company commences the First Offering on or before April 23, 1999, then the First Subscription Price shall be $4.00 and (b) if the Company commences the First Offering after April 23, 1999, then the First Subscription Price shall be the lesser of: (1) $4.00; and (2) the average of the closing prices of the Common Shares on the New York Stock Exchange (the "NYSE") during the 10 consecutive trading days immediately preceding the date such Offering is commenced (the "Average Market Value"), less a discount equal to 5% of such Average Market Value (it being understood that the calculation made pursuant to this subclause (2) shall be rounded to the nearest one-sixteenth of $1.00). For purposes of this paragraph 2, the First Offering will be deemed to commence on the date the rights relating thereto are distributed. The Company further agrees that it shall provide the Standby Purchasers with five trading days' advance notice of the record date for the distribution of rights in the First Offering. The Company and the Standby Purchasers understand that the proceeds of the First Offering shall be used by the Company to repay amounts outstanding under the Loan Agreements, and for no other purpose; provided that the parties also understand that the lenders under the Loan Agreements shall extend the Aggregate Readvanced Loans (as defined in the Loan Agreements) to the Company following the application of the proceeds of the First Offering to enable the Company to repay $9,000,000 principal amount outstanding under the Company's senior credit facility.
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First Offering. Efficient shall use its commercially reasonable -------------- efforts to conduct and close the First Offering as promptly as is practicable after the date hereof with a target date for completion of such First Offering of no later than March 31, 2000; provided, however, Efficient shall have no obligation to so conduct and close such First Offering if the Efficient Board of Directors concludes in good faith that so doing would be materially detrimental to Efficient or its shareholders.
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First Offering. Notwithstanding anything to the contrary contained herein, Vestible acknowledges, agrees, represents, and warrants that Participant shall be the first Offering of the Series and, but for this material inducement, Participant would not have entered into this Agreement.
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First Offering 
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Related to First Offering

  • Subsequent Offerings Subject to applicable securities laws, each Major Investor shall have a right of first refusal to subscribe for 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 4.7 hereof. Each Investor’s pro rata share is equal to the ratio of (a) the number of the Company’s Ordinary Shares (including all Ordinary Shares issuable or issued upon conversion of the Shares or upon the exercise of outstanding warrants or options) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of the Company’s outstanding Ordinary Shares (including all Ordinary Shares 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 Ordinary Shares, Preferred Shares or other security of the Company, (ii) any security convertible into or exercisable or exchangeable for, with or without consideration, any Ordinary Shares, Preferred Shares or other equity security (including any option to purchase such a convertible security), (iii) any equity security carrying any warrant or right to subscribe to or purchase any Ordinary Shares, Preferred Shares or other security or (iv) any such warrant or right.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • 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, that, 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).

  • 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.

  • 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.