Subsequent Public Offerings Sample Clauses

The "Subsequent Public Offerings" clause defines the terms and conditions under which a company may issue additional shares to the public after its initial public offering (IPO). This clause typically outlines the procedures for notifying existing shareholders, any rights of first refusal or preemptive rights they may have, and the impact such offerings may have on share dilution. Its core practical function is to provide transparency and protect the interests of current shareholders by ensuring they are informed and potentially able to maintain their ownership percentage in the event of future public offerings.
Subsequent Public Offerings. If any of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation): (A) first, among the holders of Registrable Securities on the basis of the percentage of the Registrable Securities owned directly or indirectly by each such Investor or other Person pro rata relative to the number of Registrable Securities owned directly or indirectly by all such Persons; and (B) second, the securities for which inclusion in such Demand Registration, as the case may be, was requested by the Company. For purposes of any underwriter cutback, all Registrable Securities held by any Investor (other than a Family Investor) shall also include any Registrable Securities held by the partners, retired partners, shareholders or affiliates of such holder, or the estates and family members of any such holder or such partners and retired partners, any trusts for the benefit of any of the foregoing persons and, at the election of such holder or such partners, retired partners, trusts or affiliates, any charitable organization, in each case to which any of the foregoing shall have distributed, transferred or contributed Common Stock prior to the execution of the underwriting agreement in connection with such underwritten offering; provided that such distribution, transfer or contribution occurred not more than 90 days prior to such execution, and such holder and other persons shall be deemed to be a single selling holder, and any pro rata reduction with respect to such selling holder shall be based upon the aggregate amount of ...
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class E Units and the Purchased Common Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Constellation Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units, Class E Units or other equity or voting securities of Constellation Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Class E Units and the Purchased Common Units, (ii) the issuance of Awards (as defined in Constellation Energy’s Long-Term Incentive Plan) or the issuance of Common Units upon the exercise of options to purchase Common Units granted pursuant to Constellation Energy’s existing Long-Term Incentive Plan, (iii) the issuance or sale of up to an aggregate of 5,000,000 Common Units issued or sold in a registered public offering to finance future acquisition(s) that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or Class E Unit Price, as the case may be, or in a private offering to finance future acquisition(s) that are expected to be accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisition(s)) at a price no less than 105% of the Common Unit Price or Class E Unit Price, as the case may be, (iv) the issuance of up to 1,000,000 Units as purchase price consideration in connection with future acquisition(s) that are expected to be accretive to cash flow per Common Unit and (v) the issuance of up to $30 million in additional Class E Units and Common Units (“Additional Units”) the proceeds of which will be used to fund a portion of the purchase price by Constellation Energy of the ▇▇▇▇ Family Interests in the assets and entities that are subject to the tag-along obligation associated with the EnergyQuest Acquisition, provided that offers to purchase such Additional Units will be made to private investors ($20 million of which shall be allocated the Purchasers pro rata based on the allocations in Schedule 2.01, and the balance, if any, to such Purchasers and/or not more than one additional investor selected by Constellation Energy) at a price per Common Unit and Class E Unit to be determ...
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Subsequent Public Offerings. Without the written consent of PERM, from the date of this Agreement until the consummation of the Third Tranche in accordance with Section 2.3, the Company shall not grant, issue or sell any Common Stock, or other equity or voting securities of the Company (“Company Securities”), any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than the issuance of the Purchased Shares. The Company shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares to PERM.
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, taken as a whole, prior to the Lock-Up Date, the Partnership shall not grant, issue or sell any Common Units, or other equity or voting securities of the Partnership (“Partnership Securities”), any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (1) the issuance of the Purchased Units, (2) the issuance of awards pursuant to the LTIP or the issuance of Common Units upon the vesting of phantom units or the exercise of options to purchase Common Units, in each case granted pursuant to the LTIP, (3) the issuance of Partnership Securities to finance future accretive acquisitions (or the repayment of indebtedness incurred in connection with such accretive acquisitions), (4) the issuance of Partnership Securities to the General Partner or its Affiliates in connection with the Drop Down, or (5) the issuance of Partnership Securities to the General Partner in order for the General Partner to maintain its 2% general partner interest in the Partnership. Notwithstanding the foregoing, the Partnership shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Units to the Purchasers.
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Linn Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Units or other equity or voting securities of Linn Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of Awards (as defined in Linn Energy’s Long-Term Incentive Plan) or the issuance of Units upon the exercise of options to purchase Units granted pursuant to Linn Energy’s existing (a) Long-Term Incentive Plan or (b) Memorandum of Understanding Regarding Compensation Arrangements for Members of its Board of Directors,
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, from the date of this Agreement until the Lock-Up Date, Copano shall not, and shall cause its Subsidiaries not to, grant, issue or sell any membership interests or other equity securities, any securities convertible into or exchangeable for any membership interests or other equity securities, or take any other action that may result in the issuance of any of the foregoing, other than (i) options to purchase Common Units or Subordinated Units granted pursuant to compensation, benefit, severance or similar plans or employment agreements of Copano as in effect on the date of this Agreement, (ii) the issuance or sale of Common Units at a price no less than $33.78 and (iii) the issuance or sale of up to 3.0 million Common Units, provided such Common Units are issued or sold in a registered public offering or private offering to finance the ScissorTail Acquisition. Notwithstanding the foregoing, Copano shall not, and shall cause its Subsidiaries not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Units to the Purchasers.
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Common Stock, taken as a whole, from the date of this Agreement until the Lock-Up Date, Concho shall not, and shall cause its directors, officers and Affiliates that are under the control of Concho not to, grant, issue or sell any Common Stock or other equity or voting securities of Concho other than officers entering into 10b5-1 trading plans, any securities convertible into or exchangeable therefore or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Stock, (ii) the issuance of Awards (as defined in Concho’s Long-Term Incentive Plan) or the issuance of Common Stock upon the exercise of options to purchase Common Stock granted pursuant to Concho’s existing Long-Term Incentive Plan or (iii) pursuant to the Chase Registration Rights Agreement. Notwithstanding the foregoing, Concho shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Stock in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Stock to the Purchasers.
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Common Stock, taken as a whole, from the date of this Agreement until the Lock-Up Date, Concho shall not, and shall cause its directors, officers and Affiliates that are under the control of Concho not to, grant, issue or sell any Common Stock or other equity or voting securities of Concho, any securities convertible into or exchangeable therefore or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Stock, (ii) the issuance of Awards (as defined in Concho’s 2006 Stock Incentive Plan) or the issuance of Common Stock upon the exercise of options to purchase Common Stock granted pursuant to Concho’s existing 2006 Stock Incentive Plan, (iii) the entrance by any of Concho’s officers or directors into any Rule 10b5-1 plans, so long as no sales occur under such Rule 10b5-1 plans prior to the Lock-Up Date, (iv) sales by any of Concho’s officers or directors of shares of Common Stock in accordance with Rule 10b5-1 plans in existence as of the date of this Agreement or (v) sales of Common Stock for the purposes of satisfying tax liabilities associated with the vesting or exercise of awards of Common Stock granted pursuant to Concho’s existing 2006 Stock Incentive Plan. Notwithstanding the foregoing, Concho shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Stock in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Stock to the Purchasers.
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class C Units, from the date of this Agreement until the Lock-Up Date, Regency shall not, and shall cause its Subsidiaries not to, grant, issue or sell any limited partner interests or other equity securities, any securities convertible into or exchangeable for any limited partner interests or other equity securities, or take any other action that may result in the issuance of any of the foregoing, other than (i) the Purchased Class C Units, (ii) options to purchase Common Units and restricted Common Units granted pursuant to compensation, benefit, severance or similar plans or employment agreements of Regency as in effect on the date of this Agreement, and (iii) the issuance of Common Units to finance an accretive acquisition by Regency or one of its Subsidiaries. Notwithstanding the foregoing, Regency shall not, and shall cause its Subsidiaries not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class C Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class C Units to the Purchasers.
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Related to Subsequent Public Offerings

  • 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.

  • 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.

  • 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.

  • 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.