Form of Initial Public Equity Offering Sample Clauses

Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock (other than the class to which the Shares belong) without amending the terms of the Company's certificate of incorporation to provide that the Class A Common Stock is convertible into the class of Capital Stock subject to the Initial Public Equity Offering (the "Subject Class") on a share-for-share basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Class A Common Stock.
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Form of Initial Public Equity Offering. The Company agrees that it shall not make an Initial Public Equity Offering of any class of its Capital Stock (other than the class of Capital Stock into which the Warrants are exercisable) without adopting such amendments to the terms of the Company's Articles of Incorporation as may be necessary to provide that the Warrant Shares are convertible into the class of Capital Stock subject to the Initial Public Equity Offering (the "Subject Class") on a share-for-share or other equitable basis; provided that the rights, conditions and privileges attaching to the Subject Class as compared to the rights, conditions and privileges attaching to the Common Stock into which such Warrants would be convertible on the date hereof (if the Warrants were immediately exercisable) would not adversely affect holders of the Warrant Shares; it being understood that the Capital Stock into which the Warrants shall be convertible (a) shall represent the same economic interests, but may not have the same voting rights, in the Company as the Common Stock outstanding on the date hereof and (b) shall be identical to the class of Capital Stock issued and sold by the Company in the Initial Public Equity Offering, if any.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock (as defined below) (other than the class of Capital Stock into which the Warrants are exercisable) without adopting any amendments to the terms of the Company's articles of incorporation that may be necessary to provide that the Warrant Shares are convertible into such class of Capital Stock subject to the Initial Public Equity Offering (the "SUBJECT CLASS") on a share-for-share basis or other equitable basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Warrant Shares.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class or series of its Capital Stock (as defined below) (other than the class of Capital Stock into which the Warrants are then exercisable) without (a) adopting any amendments to the terms of the Company's articles of incorporation that may be necessary to provide that the Warrant Shares are convertible into such class or series of Capital Stock subject to the Initial Public Equity Offering (the "SUBJECT CLASS") on a share-for-share basis or other equitable basis and that the rights, conditions and privileges of the Subject Class shall not be adverse to the holders of the Warrant Shares and (b) offering to holders of the Warrants the right to convert their Warrants into warrants to purchase shares of the Subject Class on a share-for-share basis or other equitable basis. Such conversion rights shall be on terms and conditions determined by the Company's Board of Directors in it sole discretion to be fair and reasonable.
Sample 1
Form of Initial Public Equity Offering. The Company agrees that it will not make an Initial Public Equity Offering of any class of its Capital Stock other than the principal class and series of Capital Stock into which the Warrants are then exercisable.
Sample 1

Related to Form of Initial Public Equity Offering

  • 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).

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares 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 Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Placement of DNS probes Probes for measuring DNS parameters shall be placed as near as possible to the DNS resolvers on the networks with the most users across the different geographic regions; care shall be taken not to deploy probes behind high propagation-­‐delay links, such as satellite links.

  • 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.

  • 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.

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • 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.

  • 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 Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Payment of Deferred Underwriting Commission on Business Combination Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3.

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