Primary Offering Sample Clauses

The "Primary Offering" clause defines the main securities or interests being offered to investors under an agreement. It typically specifies the type, amount, and terms of the securities, such as shares, bonds, or units, that are being made available for purchase. For example, it may outline that a company is issuing a certain number of common shares at a set price per share. This clause ensures clarity for all parties regarding what is being offered, thereby reducing confusion and establishing the foundation for the transaction.
Primary Offering. The portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.
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Primary Offering. The portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan. Priority Return Percentage. Priority Return Percentage has the meaning set forth in Section 10(c).
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Primary Offering. (a) If the Company proposes to conduct an Underwritten Offering with respect to any Ordinary Shares for its own account (a “Primary Offering”), then it shall deliver a Registration Notice to the Investors and Management Investors (excluding, if the Company so elects, any Investor or Management Investor whose Registrable Securities are then subject to restrictions on transfer under the Investor Rights Agreement), whereupon the Company shall include in such Underwritten Offering all Registrable Securities that any Investor or Management Investor has requested to be included in such Underwritten Offering by written request received by the Company before the deadline specified by the Company in the related Registration Notice (which shall be at least one Business Day after the day the Registration Notice is delivered to such Investors and Management Investors). (b) If the managing underwriters advise the Company that, in its or their view, the number of Ordinary Shares that the Company and the Investors and Management Investors intend to include in such Underwritten Offering exceeds the Maximum Offering Size, the Company shall include in such Primary Offering, in the priority listed below, up to the Maximum Offering Size: (i) first, any Ordinary Shares the Company proposes to issue and sell for its own account that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, (ii) second, only if all Registrable Securities referred to in clause (i) have been included in such Underwritten Offering, the number of Catch-Up Shares not theretofore disposed of by the Kevlar Investors in an Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all Registering Investors that are Kevlar Investors pro rata on the basis of the respective number of Registrable Securities then beneficially owned by each such Registering Investor that is a Kevlar Investor, (iii) third, only if all Registrable Securities referred to in clauses (ii) and (iii) have been included in such Underwritten Offering, the number of Registrable Securities duly requested by all Investors and Management Investors to be included in such Underwritten Offering that, in the opinion of such managing underwriters, can be sold without having such significant adverse effect, such amount to be allocated among all such Investors and Management Investors pro r...
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Primary Offering. VAR agrees that, during the term of this Agreement, VAR (i) will aggressively promote VAR’s Value-Added Utility Solution as VAR’s preferred and primary system offering for residential and light commercial metering applications over, without limitation, VAR’s own Legacy Systems and Competitive Products (as such terms are defined below); (ii) will publicly announce (subject to Section 6.2) and promote VAR’s Value-Added Utility Solution and the NES System as its new, strategic and long-term direction for utility solutions; (iii) will use best efforts to maximize sales of VAR’s Value-Added Utility Solution to Utilities and to convince Utilities of the value of the NES System; and (iv) will give ECHELON at least ninety (90) days notice prior to entering into a joint venture, co-marketing, reseller, distribution, OEM, value added reseller or other relationship with a third party to develop, have developed, offer for sale, sell or resell (on its behalf or on behalf of a third party) Competitive Products. For purpose of this Agreement, “Competitive Products” means networked meter systems or components thereof that are functionally similar to or competitive with the NES System or any Hardware or Software components thereof that are marketed for use in residential or light commercial settings, but in any case excluding products and services functionally similar to components of the NES System which are targeted for use in heavy commercial and industrial settings. VAR’s marketing and sales support shall include maintaining a demonstration implementation of VAR’s Value-Added Utility Solution for promotion to prospective Utilities, as well as for training. VAR shall make the demonstration implementation available for use by ECHELON for marketing and other purposes upon reasonable notice and during normal business hours.
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Primary Offering. In the event RTA chooses to exercise a Demand Registration on behalf of RTEA and/or KMS but either are unable to sell the Registrable Securities in such Demand Registration under applicable law or due to an SEC position or interpretation regarding such Demand Registration, as promptly as practicable following such an occurrence, the Company shall use its reasonable best efforts to conduct an SEC registered offering of its securities (including, without limitation, debt or equity securities), the net proceeds of which shall be used to repurchase the Registrable Securities from RTEA or KMS, as applicable, that were intended to be part of such Demand Registration. Any such securities offering by the Company shall be deemed to satisfy one Demand Registration under this Section 2.1.
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Primary Offering. Simultaneous with the Merger, Parent shall conduct the Primary Offering pursuant to which Parent shall receive proceeds in an aggregate amount, and at a per-unit price, to be agreed upon by Parent and Company Parent, such agreement not to be unreasonably withheld, delayed or conditioned by either Parent or Company Parent.”
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Primary Offering. (a) In the sole discretion of the Company, the Company will attempt to issue debt ("PRIMARY DEBT") in a public offering under the Primary S-3 between October 28 and November 9, 2002 (unless extended by mutual consent of the parties hereto), subject to the following terms and conditions (the "PRIMARY OFFERING"). (b) The Company, in its sole discretion, will determine all terms and conditions of the Primary Offering and the Primary Debt, including without limitation (a) the principal amount of the Primary Debt to be issued, offered and sold, (b) the interest rate and other terms of the Primary Debt, including pricing, maturity, redemption and other terms, (c) the timing of the issuance, offering, sale and closing, (d) the underwriters, (e) the terms and conditions of any underwriting agreement, and (f) whether or not any Primary Debt should be issued, offered, sold and closed considering market conditions and any other factors. (c) The first $175,000,000 of the net proceeds to the Company from the Primary Offering ("NET PROCEEDS") will be used by the Company to repurchase Series A Notes from the PrimeCo Holders and the Escrow Agent pursuant to the terms set forth below.
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Primary Offering. At any time after the third (3rd) anniversary of the Closing Date, Controlling Shareholders, acting together, shall have the exclusive right to cause the Company, subject to appropriate market conditions, to make a primary offering of shares (“Qualified Initial Public Offering”) so long as such offering does not cause the Company to violate the leverage parameter described in Section 3.2(g)(x) or reduce Investor´s aggregate ownership of the Company below thirty percent (30%) of the total outstanding shares of the Company after completion of such Qualified Initial Public Offering and any Secondary Offering described in Section 6.2 below. In conjunction with such Qualified Initial Public Offering, the Controlling Shareholders, acting together shall determine in good faith, in consultation with the lead investment bank in the offering, the amount of such primary offering and whether a Secondary Offering (and the amount thereof) is in the best interest of the Company.
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Related to Primary Offering

  • Offering Notwithstanding anything to the contrary contained in this Agreement, but subject to the payment of the Registration Delay Payments pursuant to Section 2(e), in the event the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a registration statement within twenty (20) days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable to such Investor, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an effective Registration Statement in a manner acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to such Investor as to all Registrable Securities held by such Investor and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above).

  • 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 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.

  • 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.

  • Piggyback Registration (i) If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) at least 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(h)(ii). Upon the request of any such Stockholder made within 10 Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Requesting Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to the Company and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(h) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (ii) If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(e) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (A) first, so much of the Registrable Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; (B) second, all Registrable Securities requested to be included in such registration by any Registering Stockholders pursuant to this Section 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each such Stockholder); and (C) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.