Going Public. Purchaser understands and agrees that CCG is to become a publicly-traded company pursuant to a so-called distributive registration, that is, a to-be-determined percentage of CCG common stock would be distributed as a dividend to the shareholders of COWI. In this regard, CCG represents and agrees that it shall pursue such objectives with all reasonable diligence and effort.
Going Public. Purchaser understands and agrees that CMGB is to become a publicly-traded company pursuant to a so-called distributive registration, that is, a to-be-determined percentage of CMGB common stock would be distributed as a dividend to the shareholders of COWI. In this regard, CMGB represents and agrees that it shall pursue such objectives with all reasonable diligence and effort.
Going Public. The Founder Parties and the Company undertake to use best efforts to list the Ordinary Shares of the Company (or securities representing the Ordinary Shares of the Company) on the Nasdaq National Market or the Stock Exchange of Hong Kong Limited or any other internationally recognized stock exchange or inter-dealer quotation systems acceptable to a majority of the votes of the Directors (including the affirmative votes of at least two thirds (2/3) of the Investor Directors) in a Qualified IPO.
Going Public. Each of the Key Holder, the Founder and the Company undertakes to use best efforts to, within twenty-four (24) months from the date of Closing, consummate a Qualifying IPO of the Company on NASDAQ or the Hong Kong Stock Exchange (Main Board or GEM) or any other stock exchange acceptable to the Investors, or consummate a Trade Sale. In connection with the forgoing, each of the Shareholders shall exercise their voting rights in favor of the Company’s application for such listing. The Company and the Shareholders will not do or permit to be done or permit to be omitted or otherwise undertake, agree or propose any act, deed, transaction or proposal prejudicial to or which may affect its ability to achieve such listing.
Going Public. If KBG should decide to convert the Company into a stock corporation (Aktiengesellschaft),and to have the stock of the Company listed as bearer stock (Inhaberaktien) on a stock exchange, Wabash shall be obliged to vote its shares in the Company accordingly (which includes the Amendment of the Articles of Association to the extent necessary to comply with the mandatory provisions of the Stock Corporations Act / Aktiengesetz), and to agree to such reasonable and customary restrictions on sale of its stock as are reasonably required by an independent underwriter engaged by KBG to prepare the admission of the stock of the Company for trade over the stock exchange (provided that the restrictions must equal the restrictions imposed on KBG). Until the day when the stock of the Company is first quoted on a stock exchange, (i) KBG shall be obliged to vote its stock in the Company to permit that all rights WABASH has as a minority GmbH shareholder in the Company and its Subsidiaries shall remain in full effect after the conversion into a stock corporation, and (ii) WABASH's obligations with regard to its GmbH shares under Section 5 hereof as well as any restrictions on transfer and preemptive rights of either party as set forth in Section 11 of the Articles of Association shall remain in full effect.
Going Public. In the event the Company becomes subject to the reporting requirements under Section 13 or 15(d) of the Exchange Act, as a result of an initial public offering, voluntary registration under Section 12(g) of the Exchange Act, or an Ownership Change Event, the number of Vested Shares shall thereafter be equal to the number of shares subject to the Warrant.
Going Public. On or before the three (3) month anniversary of the Closing Date, the Company shall either (A) cause a Form 10 registering the Company’s Common Stock under the 1934 to be declared effective by the SEC or (B) enter into definitive documentation on terms and conditions acceptable to the Required Holders providing for the consummation of the Reverse Merger (as defined in the Certificate of Designations) in which a Successor Entity (as defined in the Certificate of Designations) that is a publicly traded corporation whose stock is quoted or listed for trading on an Eligible Market (as defined in the Certificate of Designations) assumes the Initial Warrants and the Certificate of Designations such that, inter alia, the Initial Warrants shall be exercisable into, and the shares of Series C Preferred Stock, including the shares of Series C-1 Preferred Stock issuable upon exercise of the Series C-1 Warrants, shall be convertible into, the publicly traded common stock of such Successor Entity. Notwithstanding the foregoing, if the Company is proceeding in good faith towards the effectiveness of a Form 10 or a Reverse Merger and has demonstrated tangible steps to that effect reasonably acceptable to the Required Holders, the three month deadline set forth above shall be extended to four months following the Closing Date.
Going Public. The Founder, Ordinary Shareholder and each Group Member undertake to use best endeavors to cause the Company to achieve a Qualified IPO in accordance with the terms and conditions of the Transaction Documents.
Going Public. The Rights of First Refusal created by this Section 6 shall terminate upon the consummation of the Company's Qualified Initial Public Offering.
Going Public. Upon the Company going public on a National Securities Exchange, the Executive will be entitled to an award of 450,000 shares of common stock.
