IPO Participation. TenFold will provide to Xxxxx Systems the opportunity to ----------------- purchase up to 1,000,000 shares of common stock (adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend, recapitalization or similar event effected on or after April 1, 1999) of TenFold in its initial public offering at the price to the public in such offering provided that Xxxxx Systems enters into a standard six-month "lock-up" agreement with the managing underwriters. The Parties agree to cooperate with one another with respect to any regulatory issues or filings that may be required in connection with the purchase and sale of such common stock, provided that TenFold will not be required to delay its initial public offering or the sale of these shares to comply with this sentence.
IPO Participation. 5.9.1 Pfizer shall have the right to submit to the managing underwriter(s) in Parent’s (or, if applicable, an Affiliate of Parent (with all references to the definition of IPO being deemed to be the initial public offering of such Affiliate and with all references to “Parent” in Section 5.9 being deemed to reference such “Affiliate”)) initial public offering (“IPO”), at least [ * ] prior to the date of the final prospectus for the IPO, a non-binding indication of interest (the “Indication of Interest”) to participate in the IPO by purchasing that number of ordinary shares of Parent (“Ordinary Shares”) equal to the greater of (a) [ * ] or (b) [ * ]. If the Indication of Interest is delivered by Pfizer at least [ * ] prior to the date of the final prospectus for the IPO, Parent shall use its commercially reasonable efforts (which must include, but is not limited to, [ * ]) to cause the managing underwriter(s) of the IPO to offer to Pfizer the right to purchase, subject to the same conditions as are applicable to the public in the IPO, the Pfizer IPO Shares at a price per share equal to the Public Offering Price. Pfizer may apportion such Pfizer IPO Shares in such proportion as it deems appropriate, among itself and its Affiliates.
IPO Participation. In the event that the IPO has not been consummated on or before October 1, 2007 and if the Company proposes at any time thereafter to register any Common Units for sale to the public in the IPO, then, as soon as practicable the Company shall offer the Holders the opportunity to include in such IPO such number of Registrable Securities as each such Holder may request in writing. Subject to Section 2.02(c), the Company shall include in such IPO all such Registrable Securities (“Included Registrable Securities”) with respect to which the Company has received requests within ten Business Days after the Company’s notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in the IPO. If, at any time after giving written notice of its intention to undertake an IPO and prior to the closing of such IPO, the Company shall determine for any reason not to undertake or to delay such IPO, the Company may, at its election, give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such IPO, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated IPO, and (ii) in the case of a determination to delay such IPO, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the IPO. If any Holder disapproves of the terms of such IPO, such Holder may elect to withdraw therefrom by written notice to the Company and the Managing Underwriter delivered (i) prior to the commencement of any marketing efforts for the Underwritten Offering or (ii) at any time up to and including the time of pricing of the Underwritten Offering if the price to the public at which the Registrable Securities are proposed to be sold is not within the price range stated on the front cover of the preliminary prospectus for the IPO. The Company will provide notice to the Holders on the second trading day prior to the date of commencement of marketing efforts and the applicable price or price range determined under the immediately preceding sentence. The Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such Holder in connection with the underwriting. Any Registrable Securities excluded or wit...
IPO Participation. In connection with the Company’s initial public offering (the “IPO”), subject to applicable laws and regulations, the Company shall use reasonable efforts to require the managing underwriters to establish a directed share program and in connection therewith to offer the holders of the Participating Preferred the right to purchase [10%] of the shares of the total IPO share offering on the same terms (including price) and subject to the same conditions as are applicable to the public in the IPO. 6The voluntary conversion right should not be “all or none” as [_________] may want to convert a portion of its stock to participate in a tag/co-sale transaction. 7If the Company and [_________] agree on a pre-money valuation which is based upon revenues to be achieved post-Closing (or another metric to be achieved post-Closing), a pricing ratchet provision tied to the achievement of such results should be considered. The pricing ratchet would adjust the Conversion Price so that if actual results are less than the target, the Conversion Price would be decreased proportionately. Note: [_________] should not agree to a pricing ratchet in which the Conversion Price may be increased (e.g., if actual results exceed the target). This provision must be discussed with the [_________] deal partner. The following provision may be considered: [_________] and the Company hereby acknowledge that the $[__] pre-money valuation of the Company set forth in Section 1 above assumes projected [revenues] for the [upcoming twelve month period ending [date] (the “Measurement Period”)] of $[_______] (the “Target Amount”). If, as of the last date of the Measurement Period, the actual [revenues] (as determined by an audit by the Company’s independent accountants satisfactory to [_________]) for the Measurement Period (the “Actual Amount”) are less than the Target Amount, the Conversion Price then in effect shall be reduced and reset based on the following formula: CP = A x (B/C) where: CP = the reset Conversion Price A = the Conversion Price in effect immediately prior to such adjustment B = the Actual Amount C = the Target Amount There shall be no adjustment to the Conversion Price if B/C shall equal or exceed 1 and the actual [revenues] during the Measurement Period shall be computed in accordance with GAAP, consistently with the Company’s financial statements dated ________ and shall be proportionately adjusted to give effect to any divestitures, acquisitions, capital expenditures or other...
IPO Participation. Prior to the filing of an IPO Registration Statement, the Partnership shall offer the Holders then holding more than $10 million of Registrable Securities (calculated based on the Per Unit Purchase Price of such Common Units), the opportunity to include in such IPO such number of Registrable Securities as each such Holder may request in writing. Subject to Section 2.02(c), the Partnership shall include in such IPO Registration Statement all such Registrable Securities ("Included Registrable Securities") with respect to which the Partnership has received requests within ten Business Days after the Partnership's notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in the IPO. If, at any time after giving written notice of its intention to undertake an IPO and prior to the closing of such IPO, the Partnership shall determine for any reason not to undertake or to delay such IPO, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such IPO, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated IPO, and
IPO Participation. The Company shall register for resale the Registrable Securities held by the Stockholders listed on Annex B hereto (the
IPO Participation. 42 26. Notification of Acquisition Proposal or Initiation of Sale............ 44 27. Confirmation of Notice and Waiver..................................... 46 SCHEDULES ---------
IPO Participation. (a) Under the terms set forth in this Section 25, the Participating Investors shall be entitled to participate as a purchaser directly in the Company's initial public offering of securities (an "IPO") pursuant to a registration statement under the Securities Act (the "Participation Right"), only if the IPO is consummated after the first anniversary of the Closing Date hereof. The type of securities offered in the IPO shall be referred to herein as "IPO Securities."
IPO Participation. The Company shall register for resale the Registrable Securities held by the Shareholders listed on Annex B hereto (the "IPO Participants") in the amounts set forth next to their respective names on Annex B (allocated between the firm commitment underwritten offering and the over-allotment option, as set forth on Annex B) on the IPO Registration Statement and the Canadian IPO Prospectus, provided, such number of Registrable Securities may be reduced and/or re-allocated between the firm commitment underwritten offering and the over-allotment option in the sole discretion of the Company.
IPO Participation. In the event that there is an initial public offering of the Company’s securities pursuant to an effective registration statement filed with the Securities and Exchange Commission (an “IPO”), Executive shall participate in compensatory grants of equity-based awards made in connection with such IPO on substantially the same basis as similarly situated executives of the Company, as determined by the Company’s Compensation Committee in its discretion.
