THE PUBLIC OFFERING Sample Clauses

THE PUBLIC OFFERING. (a) Teledyne Technologies shall consummate the Public Offering not later than one year following the Distribution Date. Actions required in order to so consummate the Public Offering shall include, but not necessarily be limited to, those specified in this Section 4.01. (b) Teledyne Technologies shall file the Public Offering Registration Statement not later than at the end of the eighth month following the month in which the Distribution Date occurs, and shall file such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by law or by the Underwriters, including, but not limited to, filing such amendments to the Public Offering Registration Statement as may be required by the Underwriting Agreement, the Commission or federal, state or foreign securities laws. (c) Teledyne Technologies shall enter into the Underwriting Agreement and shall comply with its obligations thereunder. (d) Teledyne Technologies shall take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) in connection with the Public Offering. (e) Teledyne Technologies shall prepare, file and take all actions necessary to make effective an application for listing of the Teledyne Technologies Common Stock issued in the Public Offering on the NYSE, subject to official notice of issuance. (f) Teledyne Technologies shall participate in the preparation of materials and presentations as the Underwriters shall deem necessary or desirable. (g) Teledyne Technologies shall pay all third party costs, fees and expenses relating to the Public Offering, all of the reimbursable expenses of the Underwriters pursuant to the Underwriting Agreement, all of the costs of producing, printing, mailing and otherwise distributing the Prospectus, as well as the Underwriters' discount as provided in the Underwriting Agreement.

THE PUBLIC OFFERING. 22 4.01. The Public Offering................................................................................22 4.02. Proceeds of the Public Offering....................................................................23 4.03. Remedies...........................................................................................23 ARTICLE V MUTUAL RELEASES; INDEMNIFICATION...................................................................23 5.01. Release of Pre-Distribution Claims.................................................................23 5.02. Indemnification by Teledyne Technologies...........................................................26 5.03.

THE PUBLIC OFFERING. 21 4.01. The Public Offering................................................................................ 21 4.02. Proceeds of the Public Offering.................................................................... 22 4.03. Remedies........................................................................................... 22 ARTICLE V MUTUAL RELEASES; INDEMNIFICATION................................................................... 22 5.01. Release of Pre-Distribution Claims................................................................. 22 5.02. Indemnification by Water Pik....................................................................... 25 5.03. Indemnification by ATI............................................................................. 25 5.04. Indemnification Obligations Net of Insurance Proceeds and other Amounts............................ 26 5.05. Procedures for Indemnification of Third Party Claims............................................... 26 5.06.

THE PUBLIC OFFERING. The Shares are to be offered to the public by the Underwriter, on best efforts basis, at a price of $6.00 per share (the "Public Offering Price"), in accordance with the terms of the Offering set forth in the Prospectus. The Underwriter has full authority to solicit the services of other broker/dealers who are registered as such with the Commission and who are members of the National Association of Securities Dealers, Inc. ("NASD").

THE PUBLIC OFFERING. 22 4.01. The Public Offering..................................................................22 4.02. Proceeds of the Public Offering......................................................22 4.03. Remedies.............................................................................23

THE PUBLIC OFFERING. On June 15, 2010, the Company undertook a registered underwritten public offering of shares of Common Stock (the “Public Offering”).

THE PUBLIC OFFERING. As of the Closing Date: (a) The Prospectus is effective under the Securities Act of 1933; the Public Offering Documents comply in all material respects with the provisions of the Securities Act of 1933, any other federal securities law, applicable state securities or "Blue Sky" law, applicable foreign securities law or applicable general corporation law, and, in each case, the rules and regulations thereunder. (b) All conditions precedent to, and all consents necessary to permit, the Public Offering have been satisfied or delivered, and no action has been taken by any competent authority which restrains, prevents or imposes material adverse conditions upon, or seeks to restrain, prevent or impose material adverse conditions upon, the Public Offering or the funding of any Revolving Loans and the issuance of any Letters of Credit hereunder. (c) The Borrower has issued 5,000,000 shares of its common stock, $0.01 par value per share, in connection with the Public Offering, the Public Offering has been consummated, and the Borrower has received the proceeds thereof (net of underwriting discount and other Transaction Costs) of not less than $30,000,000 and applied such proceeds in the manner and for the purposes set forth in the Prospectus.

THE PUBLIC OFFERING. As of the Effective Date: (a) The Registration Statement is effective under the Securities Act; the Public Offering Documents comply in all material respects with the provisions of the Securities Act, any other federal securities law, applicable state securities or "Blue Sky" law, applicable foreign securities law or applicable general corporation law, and, in each case, the rules and regulations thereunder. (b) All conditions precedent to, and all consents necessary to permit, the Public Offering have been satisfied or delivered and no action has been taken by any competent authority which restrains, prevents or imposes material adverse conditions upon, or seeks to restrain, prevent or impose material adverse conditions upon, the Public Offering or the funding of any Advances hereunder.

THE PUBLIC OFFERING. As of the Closing Date: (a) The Registration Statement is effective under the Securities Act; the Public Offering Documents comply in all material respects with the provisions of the Securities Act, any other federal 397909 Execution Copy 51 securities law, applicable state securities or "Blue Sky" law, applicable foreign securities law or applicable general corporation law, and, in each case, the rules and regulations thereunder. (b) All conditions precedent to, and all consents necessary to permit, the Public Offering have been satisfied or delivered and no action has been taken by any competent authority which restrains, prevents or imposes material adverse conditions upon, or seeks to restrain, prevent or impose material adverse conditions upon, the Public Offering or the funding of any Loans and the issuance of any Letters of Credit hereunder.