Post-IPO Sample Clauses
A Post-IPO clause outlines the rights, obligations, and procedures that apply to parties after a company has completed its initial public offering (IPO). This clause typically addresses issues such as restrictions on the sale of shares, continued governance rights, or changes in reporting requirements that come into effect once the company is publicly traded. Its core function is to ensure a smooth transition from private to public status by clarifying how existing agreements or relationships are affected by the IPO, thereby reducing uncertainty and potential disputes among stakeholders.
Post-IPO. Following an underwritten public offering of the Company’s Equity Securities, or American depositary shares representing the Company’s Equity Securities, related party transactions shall be approved by an audit committee of independent Directors, unless the rules of the relevant exchange require or permit an alternative approval process by independent Directors (in which case that process will apply).
Post-IPO. AGI covenants and agrees with DSC that if, from and after the consummation of an IPO, there is a Change in Control of AGI or MSI, AGI will immediately convert, and will cause all of its controlled Affiliates to convert, all of the Class B Common Stock of the Company beneficially owned by AGI and such Affiliates into shares of Class A Common Stock of the Company such that, under the Company's Certificate of Incorporation as then in effect, AGI, alone or together with its controlled Affiliates, will no longer have the right to elect a majority of the Company's Board of Directors.
Post-IPO. As long as GSHS holds 5% of the issued Equity Share capital of the Company, on a fully diluted basis, after the IPO, subject to the Applicable Law and the shareholding of the Parties in the Company, GSHS and Network18 Group shall endeavour to have their respective representatives on the Board of the Company and make best efforts to manage the Company in a manner as contemplated under this Agreement.
Post-IPO. Following an IPO, Related Party Transactions must be approved by an audit committee of independent Directors, unless the rules of the relevant exchange require an alternative approval process by independent Directors (in which case that process will apply).
Post-IPO. Upon the Company’s consummation of an initial public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”), the Company agrees to enter into an agreement with Consultant regarding a Change of Control (as defined below) at Consultant’s request. This agreement will provide that the Company will make a “gross-up” payment to Consultant such that, in the event certain excise taxes and penalties are imposed on Consultant as a result of the provisions of Sections 280G and/or 4999 of the Code, Consultant’s net after-tax payments and benefits will be equal to what Consultant would have received absent the penalty tax. Such Change of Control agreement will not supersede any of the material terms of this Agreement without the Consultant’s written consent.
Post-IPO. Upon the Company’s consummation of an initial public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”), the Company agrees to enter into an agreement with Employee regarding a Change of Control at Employee’s request. This agreement will provide that the Company will make a “gross-up” payment to Employee such that, in the event certain excise taxes and penalties are imposed on Employee as a result of the provisions of Sections 280G and/or 4999 of the Code, Employee’s net after-tax payments and benefits will be equal to what Employee would have received absent the penalty tax. Such Change of Control agreement will not supersede any of the material terms of this Agreement without the Employee’s written consent.
Post-IPO. (a) Once FibroGen becomes a public company, any milestone payments paid in equity from that point forward, as long as FibroGen remains a public company, will be paid in fully registered shares or unregistered shares based upon the average of the high and low trading prices of FibroGen’s stock within ninety (90) business days prior to the date payment is due.
(b) Subsequent to FibroGen’s initial public offering (“IPO”), for any unregistered shares that Medarex has acquired from FibroGen within one (1) year prior to FibroGen’s IPO or thereafter, if Medarex sells any such shares of FibroGen’s common stock in a private transaction at a loss from the initial issuance valuation (at the time Medarex received its shares) after taking into account any transactions costs and fees, FibroGen shall reimburse Medarex for such losses, up to a maximum of fifteen percent (15%) of the initial issuance valuation of such shares. However, prior to executing any such private transaction, Medarex shall notify FibroGen of the contemplated sale, and the terms thereof, and FibroGen shall notify Medarex within fourteen (14) days thereafter if it chooses to effectuate and file a registration of Medarex’s shares, which registration shall be effective within five (5) months of the date of Medarex’s notice rather than reimbursing Medarex for any losses from the proposed private sale. FibroGen shall promptly notify Medarex of such registration. FibroGen’s obligation to reimburse Medarex for any loss from the private sale shall only exist with respect to the shares acquired prior to the initial public offering for a period of twelve (12) months after the public offering and with respect to the shares acquired after the initial public offering for a period of twelve (12) months thereafter; provided, the reimbursement period shall be further extended for the period of any lock-up period imposed on Medarex pursuant to Section 4.4.2(c). Moreover, if FibroGen notifies Medarex as provided above that FibroGen intends to effectuate a registration of shares within five (5) months, but fails to do so, then if Medarex sells any shares of FibroGen’s common stock (which were to be subject to the registration) in a private transaction at a loss from the initial issuance valuation (at the time Medarex received its shares) after taking into account any transactions costs and fees, FibroGen shall reimburse Medarex for such losses up to a maximum of twenty-five percent (25%) of the initial issuance valuati...
Post-IPO. Executive and the Company agree that, if the stock of the Company becomes publicly traded, Executive and the Company will reasonably cooperate to attempt to agree to an adjustment(s) of the provisions of Exhibit C in a manner that would ameliorate the effects of 280G of the Code.
Post-IPO. In addition to the obligations of the Investors under Section 12.1, each Investor and the Company agrees not to make a Sale of any Registrable Securities or any other securities of the Company or any security or instrument which by its terms is convertible into, exercisable for, or exchangeable for shares of Common Stock or other securities of the Company, including, without limitation, any shares of Common Stock issuable under any employee stock options for a period commencing 7 days prior to and ending 120 days following the effective date of any registration statement pertaining to any Demand Registration, Piggyback Registration or any other registration by the Company, except with respect to any shares of Registrable Securities and other equity securities of the Company included in such registration. Each Investor, if requested by the Company and an underwriter of Common Stock or other equity securities of the Company, if any, shall enter into an agreement pursuant to which they shall agree not to sell or otherwise transfer or dispose of any Registrable Securities or other equity securities of the Company held by such Investor for a specified period of time (not to exceed 120 days) following the effective date of a registration statement pertaining to the Common Stock or other equity securities of the Company. Such agreement shall be in writing in a form satisfactory to the Company and any such underwriter. The Company may impose transfer instructions with respect to the Registrable Shares or other equity securities subject to the foregoing restriction until the end of the standstill period.
Post-IPO. Indemnification Alcon shall indemnify and hold harmless Nestle and each director, officer, Subsidiary and Affiliate of Nestle (each, a NESTLE INDEMNITEE) from and against any and all liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any document filed with the U.S. Securities and Exchange Commission (the SEC) by Nestle or any other Nestle Indemnitee pursuant to the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any Nestle Indemnitee by Alcon or any of its Subsidiaries or Affiliates or incorporated by reference by any Nestle Indemnitee from any filings made by Alcon or any of its Subsidiaries or Affiliates with the SEC under the Securities Act or the Securities Exchange Act, if that statement or omission was made or occurred after the date of the IPO. Nestle shall indemnify and hold harmless each director, officer, Subsidiary and Affiliate of Alcon (each, an ALCON INDEMNITEE) from and against any and all liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any document filed with the SEC by Alcon or any 6 <PAGE> other Alcon Indemnitee pursuant to the U.S. Securities Act or the Securities Exchange Act, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that those liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information that is either furnished to any Alcon Indemnitee by Nestle or any of its Subsidiaries or Affiliates or incorporated by reference by any Alcon Indemnitee from any filings made by Nestle or any of its Subsidiaries or Affiliates with the SEC under the Securities Act or the Securities Exchange Act, if that statement or omission was made or occurred after the date of the IPO. Unless this Section 2.6.2 explicitly provides ot...