Initial Public Offering of Common Stock Clause Samples

The 'Initial Public Offering of Common Stock' clause outlines the terms and procedures for a company to offer its common shares to the public for the first time. It typically details the conditions under which the IPO can occur, such as board approval, regulatory compliance, and the allocation of shares among existing stakeholders. This clause ensures that all parties understand the process and requirements for taking the company public, thereby providing a clear framework for transitioning from a private to a public entity and addressing potential uncertainties or disputes related to the IPO process.
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Initial Public Offering of Common Stock. The initial public offering of the Company's Common Stock shall have occurred.
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Initial Public Offering of Common Stock. The closing of the initial public offering of the Company's Series B Common Stock shall have occurred.
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Initial Public Offering of Common Stock. The closing of the IPO shall have occurred.
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Initial Public Offering of Common Stock. The initial public --------------------------------------- offering of the Company's Common Stock shall have occurred on or before July 1, 2000.
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Initial Public Offering of Common Stock. The closing of the IPO shall have occurred. 5. Conditions to the Company's Obligations at Closing. The obligation of the Company to sell the Stock at the Closing is subject to the fulfillment to the Company's satisfaction on or prior to the Closing of the following conditions:
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Initial Public Offering of Common Stock. The initial public offering of --------------------------------------- the Common Stock shall have occurred.
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Initial Public Offering of Common Stock. The closing of the IPO shall have occurred simultaneously with the Closing.
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Initial Public Offering of Common Stock. In December 1998, the Company completed its Initial Public Offering of 1,817,000 shares common stock ("IPO"). Based on the offering price of $15.00 per share, the gross proceeds from the offering were $27,255. After commissions paid to the underwriters, and other offering costs, the net proceeds were $23,846. Following the completion of the IPO, the Parent owns approximately 80% of the Company's outstanding common stock and as a result, continues to control the Company. The Parent also announced that, subsequent to the completion of the IPO, it intends to distribute to the Parent's shareholders in 1999, subject to certain conditions and consents, all of the Parent's remaining equity interest in the Company. 7. SEGMENT INFORMATION In 1998, the Company adopted Statement of Financial Accounting Standards No. 131 "Disclosure about Segments of an Enterprise and Related Information" (SFAS No. 131). This statement requires companies to F-13 uBid, Inc. NOTES TO FINANCIAL STATEMENTS--(Continued) (in thousands, except share data) report financial and descriptive information about its reportable operating segments, including segment profit or loss, certain specific revenue and expense items, and segment assets, as well as information about the revenues derived from the Company's products or services, the countries in which the Company earns revenues and holds assets, and major customers. This statement also requires companies that have a single reportable segment to disclose information about products and services, information about geographic areas, and information about major customers. The statement requires the use of the management approach to determine the information to be reported. The management approach is based on the way management organizes the enterprise to assess performance and make operating decisions regarding the allocation of resources. It is management's opinion that the Company has several operating segments, however only one reportable segment. The following discussion sets forth the required single segment information. The Company operates as a single reportable segment as an online auction for computer, consumer electronics and housewares, and sports and recreation products in the United States. The Company's revenues are divided into two categories; sales of merchandise that has been purchased by the Company (approximately 96% of revenues) and sales of merchandise under consignment- type revenue sharing agreements with vendors (approximately...
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Initial Public Offering of Common Stock. Automatic Conversion of ---------------------------------------------------------------- Preferred Stock. If at any time the Company shall effect an initial public --------------- offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the '"1933 Act"), or if at any time the outstanding Preferred Stock shall be automatically converted to Common Stock under the terms of the Company's Certificate of Incorporation, then upon and after the earlier to occur of the effective time of such initial public offering (the "IPO Effective Time"), or the effective time of such automatic conversion of the Preferred Stock (the "Automatic Conversion Effective Time"), the right to purchase Preferred Stock granted herein shall terminate, this Warrant Agreement shall represent the right to purchase 2 number of shares of Common Stock calculated as follows X = (Y) (Z) where: X = the number of shares of Common Stock purchasable under this Warrant Agreement upon and after such IPO Effective Time or Automatic Conversion Effective Time as the case may be: Y = the number of shares of Preferred Stock purchasable under this Warrant Agreement immediately prior to such IPO Effective Time or Automatic Conversion Effective Time as the case may be: Z = the number of shares of Common Stock issuable upon conversion of each share of Preferred Stock immediately prior to such IPO Effective Time or Automatic Conversion Effective Time as the case may be; and the Exercise Price per share of Common Stock shall be a price calculated as follows: A = (B) (Y) /X where: A = the Exercise Price per share of Common Stock upon and after such IPO Effective Time or Automatic Conversion Effective Time as the case may be: B = the Exercise Price per share of Preferred Stock immediately prior to Such IPO Effective Time or Automatic Conversion Effective Time as the case may be: X = the number of shares of Common Stock purchasable under this Warrant Agreement upon and after such IPO Effective Time or Automatic Conversion Effective Time as the case may be; Y = the number of shares of Preferred Stock purchasable under this Warrant Agreement immediately prior to such IPO Effective Time or Automatic Conversion Effective Time as the case may be. Thereafter, the number of shares of Common Stock purchasable hereunder and the Exercise Price per share shall be subject to adjustment for the types of events described in subsections (a) through (d) above that oc...
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Related to Initial Public Offering of Common Stock

  • Initial Public Offering (a) In the event that at any time after the date hereof, the Board of Directors determines that it shall facilitate an offering of Equity Securities in the Company or a successor through an Initial Public Offering, then the Board of Directors shall have the power to cause the Company to be reorganized as a corporation (such corporation or other issuer entity being hereinafter referred to as a “Public Vehicle”) under the General Corporation Law of the State of Delaware by incorporation, merger, conversion, contribution, formation of a corporate Subsidiary or other permissible manner (a “Conversion”), and the Members shall use their commercially reasonable efforts to effectuate such Conversion and take such actions as are reasonably necessary or desirable to complete the Initial Public Offering in a manner designed to achieve a fair price and broad public distribution of the securities being offered in the Initial Public Offering. (b) If applicable, the Members holding Units shall receive, in exchange for their Units of a particular class, shares of stock in the Public Vehicle of the relevant class having the same relative seniority, preference, accumulated dividends, dividend rate, dividend accumulation and compounding and, in the case of the Class A Units, the other characteristics of the Class A Units, voting, management and consent rights, economic interest and other rights and obligations (and in no event shall such interest, rights or obligations be less favorable to such Member than the terms of their respective Units) in the Public Vehicle as are set forth in this Agreement applicable to the Units, subject to any modifications deemed appropriate by the Board of Directors as a result of the Conversion or if advisable in order to effectuate the Initial Public Offering. (c) In such event, the Public Vehicle and the Members (in their capacities as stockholders of the Public Vehicle) shall enter into a stockholders’ agreement providing for such terms and conditions as are necessary for the rights and obligations and provisions of this Agreement that survive an Initial Public Offering (and do not otherwise adversely affect the ability to effectuate the Initial Public Offering) to continue to apply to the Public Vehicle, the stockholders of the Public Vehicle and the capital stock of the Public Vehicle, including (i) an agreement to vote all shares of capital stock held by such stockholders to elect the Board of Directors of such resulting corporation in accordance with the substance of Section 6.1, and (ii) the rights and obligations of the Members contained herein (which may, at the election of the holders of a Majority Class A Interest, be contained in the Public Vehicle’s certificate of incorporation). (d) Except as otherwise provided in this Section 3.8, no Member will have the right or power to veto, vote for or against, amend, modify or delay a Conversion or the Initial Public Offering. In furtherance of the foregoing, each Member hereby makes, constitutes and appoints the Company its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of any vote or approval of Members required to give effect to this Section 3.8, including any vote or approval required under the Act. The proxy granted pursuant to this Section 3.8(d) is a special proxy coupled with an interest and is irrevocable. (e) The Company and the Members hereby agree to use their commercially reasonable efforts to structure the Conversion to maximize the ability of the Members to aggregate (or “tack”) the period during which they hold their Units together with the period during which they hold shares of capital stock of the Public Vehicle for purposes of the United States securities laws, including Rule 144 under the Securities Act. (f) Each Member (including any Transferee thereof) agrees, if requested by the Company and a managing underwriter, if any, in connection with any Initial Public Offering and upon confirmation reasonably satisfactory to such Member that all officers and directors of the Company and all holders, collectively with their Affiliates and Approved Funds, of one percent (1%) or greater of Equity Securities of the Company shall enter into similar agreements, thereby agreeing not to Transfer any Equity Securities of the Company held by it for one hundred eighty (180) days following the effective date of the relevant registration statement filed under the Securities Act in connection with the Initial Public Offering, as such managing underwriter shall specify reasonably and in good faith. Each Member shall enter into customary letter agreements to the foregoing effect if so, requested by the Company and the managing underwriter, if any. Notwithstanding the foregoing, in the event any Member is released by the Company and the managing underwriter, if any, from the restrictions contemplated by this Section 3.8(f), all other Members shall be released from such restrictions pro-rata. (g) Notwithstanding anything to the contrary set forth in this Agreement, the restrictions contained in this Agreement shall not apply to Units, any other Equity Securities or any securities convertible into or exercisable or exchangeable for Units or other Equity Securities acquired by any Member, including acquired by any of their respective Affiliates or Approved Funds, following the effective date of the first registration statement of the Company covering common stock (or other securities) to be sold on behalf of the Company in an underwritten public offering.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • 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.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

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