Follow-On Offering. (i) The follow-on offering of the common Capital Stock of the Parent REIT (collectively, the “Parent REIT Follow-On Offering”) and (ii) the receipt by the Borrower of gross cash proceeds of at least $150,000,000 from the Parent REIT Follow-On Offering shall each have occurred.
Follow-On Offering. The Company, the Operating Partnership and the Dealer Manager hereby acknowledge and agree that they previously entered into a Dealer Manager Agreement dated June 5, 2007 (the “Prior Dealer Manager Agreement”) with respect to the initial public offering of a maximum of 38,500,000 shares of Common Stock of the Company, $0.01 par value per share (the “Initial Offering”), registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-11 (No. 333-113863) declared effective by the Commission on February 23, 2005, as amended (the “IPO Registration Statement”). The Initial Offering of a maximum of 38,500,000 shares of Common Stock included: (i) up to 3,500,000 shares of Common Stock offered pursuant to the Company’s Dividend Reinvestment Plan for a purchase price of $10.00 per share; and (ii) up to 35,000,000 shares of Common Stock issued and sold to the public on a “best efforts” basis through the Dealer Manager at an initial offering price of $10.00 per share (subject in certain circumstances to discounts based upon the volume of shares purchased). Pursuant to Rule 429 of the Securities Act of 1933, as amended (the “Securities Act”), the Prospectus included in the Follow-On Registration Statement (as defined in Section 2.1 below) is a combined prospectus and relates to all of the Offered Shares, including the Unsold Shares (as defined in Section 1.1 below).
1.1 The Follow-On Offering includes approximately $330,000,000 of unsold shares from the Initial Offering (the “Unsold Shares”). The Offered Shares are inclusive of the Unsold Shares, and to the extent that the Dealer Manager or any Participating Dealer sells any of the Offered Shares, including the Unsold Shares, pursuant to the Follow-On Offering, the terms and conditions of this Dealer Manager Agreement (this “Agreement”) shall govern such sales.
1.2 The Company, the Operating Partnership and the Dealer Manager jointly and severally agree that this Agreement shall fully supersede the Prior Dealer Manager Agreement with respect to the offer and sale of the Unsold Shares, and immediately upon the commencement of the Follow-On Offering, all rights and obligations of the Company, the Operating Partnership and the Dealer Manager, individually and collectively, arising from or relating to the Unsold Shares under the Prior Dealer Manager Agreement shall terminate.
Follow-On Offering. After the six (6) month anniversary of the Closing and until the one (1) year anniversary of the Closing, the restrictions set forth in Section 2 in respect of 75% of the Shares may be released with respect to some or all of the Shares, upon the consent of the members of the Board of Directors of the Company designated by the Ideation Representative, in connection with a follow-on public offering of registered securities on Form F-3 or other short-form registration statement.
Follow-On Offering. The Company’s second public offering of primary Shares pursuant to Registration Statement no. 333-169345.
Follow-On Offering in the event where the IPO does not result in at least $30,000,000 of net proceeds, the closing of any subsequent public offering of Debtor’s equity interests (each, a “Follow-on Offering”) wherein the aggregate amount of the IPO and Follow-on Offering(s) results in at least $30,000,000 of proceeds, net of the underwriting discounts and commissions;
Follow-On Offering. For the avoidance of doubt, the Note may not be subordinated to, but may rank pari passu with, any convertible debt issued in a “Follow-On Offering” as defined in Section 5.21(d) of the Purchase Agreement.
Follow-On Offering. Follow-On Offering" shall have the meaning specified in Section 10.6.
Follow-On Offering. At any time during the period commencing on the final Conversion Date and for six months thereafter upon notice to the Company, the Purchaser may purchase, on the same terms and subject to the same conditions as those contained herein, up to 500,000 additional shares of Series B Stock (the “Additional Shares”) from the Company (the “Follow-On Offering”). On the Follow-On Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Additional Shares at the Per Share Purchase Price. Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.4 and 2.5, the Follow-On Closing shall occur remotely via the exchange of documents and signatures on the Follow-On Closing Date.
Follow-On Offering. Follow-On Offering" shall have the meaning assigned in Section 11.2 of the Agreement.
Follow-On Offering. Section 3.01. Initial Follow-on Offering ....................................... 8 Section 3.02. Pricing Period ................................................... 9 Section 3.03. Subsequent Follow-on Offering .................................... 9 Section 3.04.
