Directed IPO Shares Sample Clauses

Directed IPO Shares. In the event of an IPO, the Company will use its reasonable best efforts to cause the managing underwriter(s) of such IPO to designate a number of shares equal to ten percent (10%) of the Company’s shares of Common Stock to be offered in such IPO for sale under a “directed shares program” and shall instruct such underwriter(s) to allocate no less than fifty percent (50%) of such directed shares program to be sold to persons or entities designated by the Investor, pro rata on the basis of the number of shares held by each such holder. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Investors acknowledge that, despite the Company’s use of its reasonable best efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of designated shares may be reduced or no directed shares may be designated, as applicable. The Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person or entity pursuant to this Agreement will only be made in compliance with Rule 2110 of the National Association of Securities Dealers, Inc. Conduct Rules, IM-21 10-1 and federal, state and local laws, rules and regulations.
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Directed IPO Shares. In the event of an initial public offering of the Company’s Common Stock (an “IPO”), subject to the underwriter’s cutback set forth below, the Company will use its reasonable efforts to cause the managing underwriter(s) of the IPO to designate a number of shares equal to twenty percent (20%) of the Common Stock to be offered in the IPO for sale under a “directed shares program” and shall instruct such underwriter(s) to allocate up to 10% of such directed shares program to be sold to CrossLink Capital or to affiliates designated by Crosslink Capital, and up to 10% of such directed shares program to be sold to Xxxxxxx Investments (Mauritius) Pte Ltd (“Temasek”) or to affiliates designated by Temasek. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” CrossLink Capital and Temasek acknowledge that the underwriter(s) may determine in their sole discretion that it is not advisable to designate any or all of such shares as directed shares in the IPO, in which case the number of directed shares may be reduced or no directed shares may be designated, as applicable. CrossLink Capital and Temasek also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to Crosslink Capital pursuant to this Agreement will only be made in compliance with Rules 2010 and 5130 of the Financial Industry Regulatory Authority Rules and federal, state, and local laws, rules, and regulations, and only if the IPO is consummated after one (1) year from the date hereof.
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Directed IPO Shares. If an Initial Offering is undertaken by the Company, the Company will use its commercially reasonable efforts to cause the managing underwriter(s) of the Initial Offering to designate to TCV under a “directed share program” on the same terms being offered to the public investors in the Initial Offering the right to purchase shares of Common Stock with an aggregate purchase price of up to $50,000,000 to be determined by TCV in its sole discretion. The shares designated by the managing underwriter(s) under the directed share program are referred to as the “directed shares.” TCV acknowledges that, despite the Company’s use of its commercially reasonable efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the Initial Offering, in which case the number of directed shares may be reduced or no directed shares may be designated, as applicable. To the extent that TCV is not designated the right to purchase all such directed shares in the Initial Offering by the managing underwriter(s) in accordance with this Section 3.10, the Company shall offer to sell to TCV in a concurrent private placement transaction that is exempt from the Act, the amount of Common Stock not designated to TCV as directed shares pursuant to this Section 3.10 on the same terms and conditions as the shares sold to the public in the Initial Offering. To the extent TCV elects to purchase any shares of Common Stock from the Company, such shares will become Registrable Securities under this Agreement. TCV acknowledges that notwithstanding the terms of this Agreement, the designation of directed shares by the managing underwriter(s) will only be made in compliance with FINRA Rules 2010 and 5130 and federal, state and local laws, rules and regulations.
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Directed IPO Shares. In the event of a Public Offering, the Company --------------------- will use its best efforts to have the managing underwriters of the Public Offering establish a directed share program under which the holders of the Shares shall have the option, but not the obligation, to purchase at the Public Offering price up to five percent (5%) of the shares being sold by the Company in the Public Offering. Each holder of Shares shall have the right to purchase its pro rata share (based on the number of shares of Shares owned by such holder) of the directed shares offered for purchase by such holders.
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Directed IPO Shares. Upon the Company’s first firm commitment underwritten public offering of its Common Stock under the pursuant to an effective Registration Statement filed by the Company under the Securities Act (an “IPO”), the Company will use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to designate a number of shares equal to five percent (5%) of the Common Stock to be offered in the IPO for sale under a “directed shares program” and shall instruct such underwriter(s) to allocate such directed shares program to be sold to persons or entities designated by the Major Investors pro rata on the basis of the number of shares held by each of the Major Investors (on an as-converted basis). The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Major Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the underwriter(s) may determine in its/their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of directed shares may be reduced or no directed shares may be designated, as applicable. The Major Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person or entity pursuant to this Agreement will only be made in compliance with the Securities Act, the Securities and Exchange Commission rules and policies, Rules 2110 and 2790 of the National Association of Securities Dealers, Inc. Conduct Rules and federal, state, and local laws, rules, and regulations, and only if the IPO is consummated after one (1) year from the date hereof.
Sample 1
Directed IPO Shares. If an IPO is undertaken, the Company will use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to designate a number of shares equal to ten percent (10%) of the Common Stock to be offered in the IPO for sale under a “directed shares program” to Persons designated by the Major Investors holding Series B Preferred Stock (the “Series B Investors”) or their designees, provided that the Company shall instruct such underwriter(s) to allocate no less than fifty percent (50%) of the shares included in such directed share program to Xxxxx Capital Management, L.P. and its Affiliates. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The Series B Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the underwriter(s) may determine in their sole discretion that it is not advisable to designate all such shares as directed shares in the IPO, in which case the number of directed shares may be reduced or no directed shares may be designated, as applicable. The Series B Investors acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any Person pursuant to this Agreement will only be made in compliance with Rules 2010 and 5130 of the Financial Industry Regulatory Authority, Inc. Rules and federal, state, and local laws, rules, and regulations.
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Related to Directed IPO Shares

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Company Securities Section 3.2(a)........................................11

  • Subsequent Acquisition of Shares Any Equity Securities of PubCo acquired subsequent to the Effective Date by a Holder shall be subject to the terms and conditions of this Investor Rights Agreement and such shares shall be considered to be “Registrable Securities” as such term is used in this Investor Rights Agreement.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Post-IPO Warrants The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed upon by the Company.

  • Additional Stockholders In connection with the issuance of any additional equity securities of the Company to any Person, the Company may permit such Person to become a party to this Agreement and succeed to all of the rights and obligations of a "Stockholder" under this Agreement by obtaining the consent of the holders of a majority of the Common Stockholder Shares and an executed counterpart signature page to this Agreement, and, upon such execution, such Person shall for all purposes be a "Stockholder" party to this Agreement.

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

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