Secondary Public Offering Sample Clauses

Secondary Public Offering. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders holding at least two-thirds (2/3) of then outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, that the Company file a Form S-1 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price of at least USD $2,500,000, then the Company shall (i) within ten (10) days after the date such request is given, give Demand Notice with respect thereto to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations set forth in this Section 2. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1(a)(2) after the Company has effected one such registration pursuant hereto. A registration shall not be counted as “effected” for purposes of this Section 2.1(a)(2) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration (other than as a result of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request), do not pay the registration expenses therefor, and, pursuant to Section 2.6, forfeit their right to demand registration pursuant to this Section 2.1(a)(2).
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Secondary Public Offering. For as long as this Agreement remains in effect, but only after the Lock-Up Period, SALIC may request the Company’s management to cause the Company to take all required measures under the applicable regulations to make a secondary public offering of shares at B3, the object of which would be any portion or all of the shares issued by the Company and held by SALIC (“Secondary Public Offering”). The Company and VDQ undertake to endeavor their best efforts to cooperate and perform the Secondary Public Offering as set forth in this Section. The request for performance of the Secondary Public Offering shall be formalized by SALIC in writing to the Company (“SPO Notice”), provided that, for purposes of Section 8.1.1 below, the SPO Notice shall be irrevocable and irreversible. 8.1.1. The SPO Notice shall have the same effect as a Notice of First Refusal for all purposes of Section 7.4 above, for purposes of which the shares held by SALIC subject to the Secondary Public Offering shall be the Offered Shares, SALIC shall be the Offeror and VDQ shall be the Offeree. In such event, for purposes of the exercise of the Right of First Refusal by VDQ, pursuant to Section 7.4 above, the price per Offered Share shall be equal to the average quotations of the Company’s shares within the thirty (30) days immediately precedent to the date on which the SPO Notice is sent.
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Secondary Public Offering. In the event that the Company ------------------------- undertakes a secondary public offering in which shares of the Company are offered by parties other than the Company, the Company will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 1.2, 1.3, 1.4, 1.5 and 2.6 of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect the Company's right to withdraw any such registration at any time.
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Secondary Public Offering. In the event the adjusted earnings of the Singlepoint Division are equal to or in excess of $400,000 in the first six months after the Closing Date, GMI shall use its best efforts to cause GMC to commence a secondary public offering and file a Registration Statement with the Securities and Exchange Commission as soon as practicable after April 30, 1999. Upon the written request of a shareholder of Enterprise (an "Enterprise Shareholder") given within 30 days after receipt of a notice from GMC relating to such a proposed offering, GMI shall use its best efforts to cause GMC, except as herein provided, to cause all shares of GMC common stock that the Enterprise Shareholder has acquired pursuant to this Agreement and with respect to which the Enterprise Shareholder has requested registration to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the Enterprise Shareholder of the shares to be so registered; PROVIDED, HOWEVER, that nothing herein shall prevent GMC from, at any time, abandoning or delaying any such registration if it is in its best interests to do so. If any such registration pertains to an underwritten offering in whole or in part, GMC may require that the shares requested for inclusion by the Enterprise Shareholder pursuant to this section be included in the underwritten offering on the same terms and conditions as the securities otherwise being sold through the underwriters, PROVIDED, HOWEVER, that GMI shall use its best efforts to cause GMC to raise an amount of capital in such offering such that the Enterprise Shareholders receive proceeds therefrom equal to 12 times the adjusted earnings of the Singlepoint Division accumulated from the Closing Date until the month prior to the signing by GMC of an underwriting agreement (the "Accumulation Period"), PROVIDED, HOWEVER, that if the Accumulation Period exceeds 12 months, the adjusted earnings of the Singlepoint Division shall be calculated, for purposes of this Section 4.11, for the 12 month period immediately preceding the signing by GMC of an underwriting agreement relating to the offering. Any proceeds received by the Enterprise Shareholders pursuant to this Section 4.11 shall be applied towards the aggregate Purchase Price paid by SSI to Enterprise in accordance with Section 1.4 and shall not be deemed to constitute an early payout of the Earn Out Payment.
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Secondary Public Offering. ESL agrees and consents to the Company conducting a secondary public offering of its Securities by means of an underwritten offer at a price equal to or greater than the Private Placement Price.
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Secondary Public Offering. In the event that Active ------------------------- undertakes a secondary public offering in which shares of Active are offered by parties other than Active, Active will use its best efforts to seek the consent of existing holders of registration rights as necessary to permit the sale and distribution of a portion of Holder's or Holders' Registrable Securities, provided that if any Holder shall participate in such registration, all provisions of Sections 7.13 (b); (c) (d) and (e) of this Agreement shall be in effect with regard to such registration and the Holder's participation therein. Nothing in this paragraph shall affect Active's right to withdraw any such registration at any time.
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Secondary Public Offering. Following the completion of the sale of Bridge Securities pursuant to this Financing Agreement for Sales of Bridge Securities (“Financing Agreement”), the Company intends to conduct a secondary public offering ("
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Related to Secondary Public Offering

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • 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.

  • 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.