Eligible Offering Sample Clauses

Eligible Offering. Pursuant to the terms of this Section 10.8, UDC hereby grants to PPG the options to purchase any UDC Common Stock in an amount that bears the same ratio to the aggregate amount of securities covered by such Eligible Offering as the number of shares owned by PPG bears at such time to the total number of shares owned by all UDC Common stockholders at the time.
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Eligible Offering. Except as otherwise provided in SECTION 6.4, the Company hereby grants to each of the Stockholders the right to purchase a portion of any future offering (an "Eligible Offering") of any Shares or any other equity securities of the Company or of any security convertible into or exchangeable for or carrying rights, warrants or options to purchase any Shares or any other equity securities of the Company or, to the extent such Stockholder (or, in the case of any Stockholder that is not an individual, its Affiliates) is eligible to purchase such securities pursuant to such offering under federal and state securities laws, any "Units" comprised of (i) debt securities of the Company and (ii) any security convertible into or exchangeable for or carrying rights, warrants or options to purchase any Shares or any other equity securities of the Company which bears the same ratio to the aggregate amount of securities covered by such Eligible Offering as the number of Shares (assuming the exercise of the Warrants) owned by such Stockholder bears to the total number of Shares owned (assuming the exercise of the Warrants), on a fully diluted basis, by all Stockholders at the time. In no event shall the Company be required to change the type or terms of any offering in order for any Stockholder to become eligible to participate in such offering pursuant to this Section 6.1.
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Eligible Offering. Except as otherwise provided in Section 4.3(e), the Company hereby grants to each Investor Stockholder the right to purchase (i) its Proportionate Share of any future offering of equity securities of the Company or of any security or other obligation convertible into or exchangeable for or carrying rights or options to purchase equity securities of the Company (an “Eligible Offering”), plus (ii) any Excess New Securities as defined in Section 4.3(c).
Sample 1
Eligible Offering. Except as otherwise provided in Section 9(d), Dico hereby grants to each Member other than the Management Members the right to purchase a portion of any future offering of any Additional Shares (an “Eligible Offering”), which bears the same ratio to the aggregate amount of Additional Shares covered by such Eligible Offering as the number of shares of Dico common stock owned by such Member bears to the total number of shares of Dico common stock outstanding at the time of such Eligible Offering. For purposes of this Agreement, “Additional Shares” means any shares of Dico common stock or other equity securities, and all other securities convertible into or exchangeable or exercisable for shares of Dico common stock or other equity securities, issued by Dico following the date hereof.
Sample 1
Eligible Offering. Except as otherwise provided in Section 8.4, the Company hereby grants to the Purchaser the right, from the Closing Date through and including the date of the initial Qualified Public Offering, to purchase a portion (the "Purchaser's Portion") of the equity securities being offered in any future offering of equity securities of the Company or of any security or other obligation convertible into or exchangeable for or carrying rights or options to purchase equity securities of the Company (an "Eligible Offering") on terms and conditions no less favorable than those available to any other Person under the Eligible Offering; provided, that the Purchaser's Portion which the Purchaser may purchase shall equal a number which is the product of (a) the aggregate number of the equity securities to be offered in the Eligible Offering times (b) the quotient (calculated before giving effect to the proposed offering) of (i) the number of shares of Common Stock owned by the Purchaser, on a fully diluted basis and including any shares of Common Stock issuable upon exercise of any warrants, options or other rights to acquire shares of Common Stock owned by the Purchaser and (ii) the total number of shares of Common Stock of the Company issued and outstanding on a fully diluted basis and including any shares of Common Stock issuable upon exercise of any warrants, options or other rights to acquire shares of Common Stock owned by any Person (including the Purchaser).
Sample 1
Eligible Offering. Except as otherwise provided in Section 3(d), the Company hereby grants to each Equity Holder the right to purchase a portion of any future offering of equity securities of the Company or of any security or other obligation convertible into or exchangeable for or carrying rights or options to purchase equity securities of the Company (an "Eligible Offering"). The portion of any Eligible Offering which such Equity Holder may purchase shall bear the same ratio to the aggregate amount of securities covered by such Eligible Offering as the number of shares of Common Stock on a Fully Diluted basis owned by such Equity Holder bears to the total number of shares of Common Stock on a Fully Diluted basis owned by all stockholders of the Company at the time of such Eligible Offering. If participating in any Eligible Offering pursuant to the terms of this Section 3 would require any Equity Holder and the Company to make a filing under the HSR Act, such Equity Holder and the Company shall expeditiously make any such required filings, the expenses of which (including any applicable filing fees and attorneys fees and expenses of such Equity Holder but exclusive of any internal expenses of such Equity Holder) shall be borne by the Company. If the HSR Act shall require the termination of a waiting period prior to any Equity Holder's purchasing securities in any Eligible Offering, the closing of the sale of securities to such Equity Holder pursuant to this Section 3 shall, notwithstanding any time periods specified herein, take place following the termination of such waiting period.
Sample 1
Eligible Offering. Except as otherwise provided in Section 8.4, the Company hereby grants to the Purchaser the right to purchase any future offering of equity securities of the Company or of any security or other obligation convertible into or exchangeable for or carrying rights or options to purchase equity securities of the Company (an "Eligible Offering"); PROVIDED, that the portion of any Eligible Offering which the Purchaser may purchase shall bear the same ratio to the aggregate amount of securities covered by such Eligible Offering as the number of shares of Common Stock owned by the Purchaser, on a fully diluted basis, bears to the total number of shares of Common Stock owned by all shareholders of the Company, on a fully diluted basis, at the time of such Eligible Offering.
Sample 1
Eligible Offering. Except as otherwise provided in subsection (d) of this Section 8.1, Crown shall have the continuing right (the “Option”) to purchase a percentage (the “Option Percentage”) of any future offering (an “Eligible Offering”) of (1) equity securities of Constar, (2) debt or other securities of Constar convertible into or exchangeable for or carrying rights or options to purchase equity securities of Constar or (3) any other voting securities of Constar, such Option Percentage to be equal to the Crown Ownership Percentage, calculated as of the date of delivery of the Notice of Eligible Offering (as defined in Section 8.1(b)).
Sample 1
Eligible Offering. 26 8.2 NOTICE OF AN ELIGIBLE OFFERING..................................26 8.3
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Related to Eligible Offering

  • Proceeds of the Offering No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any FINRA member participating in the Offering, or any persons associated or affiliated with a member of FINRA participating in the Offering, except as specifically authorized herein.

  • TERMINATION OF THE OFFERING The undersigned understands that the Company may terminate the offering at any time and for any reason. If the offering is so terminated, and the Company is holding subscriptions that have not been accepted by an authorized representative of the Company, together with the un-accepted subscription agreements, then in that event the subscriptions so held shall be returned without any interest earned thereon.

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Participation of Broker-Dealers in Exchange Offer (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Issuer understands that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, notwithstanding the other provisions of this Agreement, the Issuer agrees that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: (i) the Issuer shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Issuer to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and (ii) the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff or the Securities Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Issuer by the Initial Purchasers or with the reasonable request in writing to the Issuer by one or more broker-dealers who certify to the Initial Purchasers and the Issuer in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Issuer shall be obligated (x) to deal only with the Representatives as representatives of the Participating Broker-Dealers, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, “cold comfort” letter with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. (c) The Initial Purchasers shall have no liability to the Issuer or any Holder with respect to any request that it may make pursuant to Section 4(b) above.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • 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.