Prior to an Initial Public Offering Sample Clauses

The "Prior to an Initial Public Offering" clause sets out specific rights, obligations, or restrictions that apply to parties before a company goes public. Typically, this clause may address issues such as restrictions on share transfers, requirements for board approval of certain actions, or limitations on issuing new shares before the IPO. Its core function is to maintain stability and control over the company's structure and decision-making in the sensitive period leading up to an IPO, thereby protecting the interests of existing stakeholders and ensuring a smooth transition to public ownership.
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Prior to an Initial Public Offering. If, after the date hereof and prior to an Initial Public Offering, the Company shall propose to issue or sell New Securities (as hereinafter defined) or enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then subject to the immediately following paragraph, each Securityholder shall have the right to purchase that number of New Securities, at the same price and on the same terms proposed to be issued or sold by the Company, so that each such Securityholder would, after the issuance or sale of all such New Securities (and after giving effect to the preference given to the Series C and D Holders set forth in the immediately following paragraph), hold the same proportionate interest of the Fully Diluted Capitalization as was held by each such Securityholder immediately after any issuance or sale of New Securities as set forth in the immediately following paragraph and immediately prior to the issuance or sale of the balance of such New Securities (the "Proportionate Percentage"). "New Securities" shall mean any Shares or other securities or other rights convertible or exchangeable into or exercisable for Shares; provided, however, that "New Securities" does not include: (i) any Warrants, Options or Common Stock issued or issuable on conversion of the Preferred Stock, or upon the exercise of Warrants or Options (other than options referred to in clause (v) below); (ii) Shares issued pursuant to the exercise of any rights, warrants, options (other than options referred to in clause (v) below) or other agreements not outstanding on the date of this Agreement including, without limitation, any security convertible or exchangeable, with or without consideration, into or for any stock, options and warrants, provided that the rights established by this Section 7.1 apply with respect to the initial sale or grant by the Company of such rights or agreements; (iii) securities issued by the Company as part of any public offering pursuant to an effective registration statement under the Securities Act; (iv) Shares issued in connection with any stock split, stock dividend or recapitalization of the Company; (v) Shares issued to management, directors or employees of, or consultants to, the Company pursuant to options outstanding as of the date hereof and options to purchase Shares issued pursuant to any Option Plan or as otherwise approved by the Compensation Committee and Shar...
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO , the Performance-Vesting Options shall vest in full on such Measurement Date, subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
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Prior to an Initial Public Offering. (a) any Shareholder which is a member of a Group may transfer fewer than twenty-one (21%) of its Shares of Common Stock, and/or fewer than twenty-one percent (21%) of its Shares of any class of Preferred Stock, (b) Stee▇▇, ▇▇ at the time of the proposed transfer Rich▇▇▇ ▇▇▇▇▇▇ is not an employee of the Company or any Subsidiary, may transfer all or any portion of its Shares, and (c) RMF may transfer all or any portion of his Shares.
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO either the CCMP Investor or the MSD Investor has received Proceeds on any Measurement Date resulting in an MOI that is greater than or equal to 2.0, the Performance-Vesting Options shall vest in full on such Measurement Date, subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
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Prior to an Initial Public Offering. Beginning on the Effective Date and prior to the consummation of an Initial Public Offering, InterVU shall bear the cost of servicing NBC as described herein, including without limitation all out of pocket expenses and man-hours plus an allocation of related overhead which shall be deemed to be equal to twenty percent (20%) of the total out of pocket expenses and man hours (the "Costs") incurred during each calendar month, up to a maximum aggregate amount of $10,000 per month (representing, as of the Effective Date, the approximate Cost of delivering at least 100 gigabytes). If additional delivery capacity or other InterVU services are needed, InterVU shall notify NBC in writing, and InterVU and NBC shall negotiate in good faith the percentage of such Costs to be paid by each party if NBC chooses to continue to provide NBC Audio/Video Clips during such month. InterVU may elect not to expend more than $10,000 per month on Costs; however, upon such election, NBC shall be permitted to use additional delivery services from third parties notwithstanding the exclusivity provisions of Section 2.6 herein.
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO , the Performance-Vesting Shares shall vest in full on such Measurement Date, subject to the Subscriber remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
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Prior to an Initial Public Offering. During the Exclusive Term and prior to the consummation of an Initial Public Offering, NBC may terminate this Agreement without cause by giving ninety (90) days prior written notice to InterVU. Any such notice must be accompanied by, and actual termination of this Agreement at the end of the ninety (90) days shall be expressly conditioned upon, NBCI's or NBC's return, for no compensation, of the following number of Purchased Shares in the following periods: (i) all 1,280,000 of the Purchased Shares, if notice is given in months one (1) through six (6) of the Exclusive Term; (ii) 900,000 of the Purchased Shares, if notice is given in months seven (7) through twelve (12) of the Exclusive Term, (iii) 380,000 of the Purchased Shares, if notice is given in months thirteen (13) through twenty-four (24) of the Exclusive Term and (iv) no Purchased Shares, if notice is given after month twenty-four (24) of the Exclusive Term if such term is extended as provided herein; provided, however, that neither NBCI nor NBC shall be required to return any such Purchased Shares until such date as NBC receives all of the Prepayments owed pursuant to Sections 4.4 and 4.5.1.
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO the CCMP Stockholders have received Proceeds on any Measurement Date resulting in an MOI that is greater than or equal to 2.0, the Performance Option shall vest in full on such Measurement Date, subject to the Participant’s continued employment by the Company or one of its Subsidiaries through the applicable Measurement Date.
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Related to Prior to an Initial Public Offering

  • 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.

  • 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.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del ▇▇▇▇▇▇▇ de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • 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.

  • 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).