IPO Rights Sample Clauses

IPO Rights. (a) If a Qualified IPO does not occur by the fifth (5th) anniversary of the Effective Date, BSMB shall have the right to request a Qualified IPO (the "Requested IPO") by delivering a written notice (the "IPO Notice") to the Company and HMTF requesting that the Company effect a Qualified IPO and, subject to Section 7.1.2, the Company shall use commercially reasonable efforts to effect the Requested IPO as soon as practicable thereafter. (b) The right of BSMB to require a Qualified IPO pursuant to this Section 7.1.1 shall terminate at the earlier to occur of (i) the time at which the Holders comprising the BSMB Group have transferred more than twenty-five percent (25%) of the Securities Beneficially Owned by them on the Effective Date or (ii) the time at which the BSMB Control Group shall cease to own a majority of the Securities at any time owned by the BSMB Group.
Sample 1
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IPO Rights. All of the Voting Shareholders agree, subject to market conditions, to use their reasonable commercial efforts to proceed with a Public Offering within 18 months of the date hereof. Each of the Voting Shareholders hereby agrees and covenants that, prior to the closing of a Public Offering of the Corporation's Shares, it will approve amendments to the ESOP and any outstanding options thereunder to provide for the issuance to holders of such options, Voting Shares upon the exercise thereof, it being understood that these agreements and covenants are being made so as to give the Non-Voting Shareholders the benefit of any market for Shares of the Corporation created by the Public Offering (subject to applicable securities law requirements, including applicable hold periods). All Shareholders agree to waive their rights under Sections 3.3 and 3.4 hereof in respect of a Public Offering of the Shares of the Corporation.
Sample 1
IPO Rights. Subject to the terms of this Agreement, CGI, at the request (the “Request”) of BCE, for and on behalf of itself or one or more of its wholly-owned Subsidiaries as holders of Registerable Securities, if such request is made at least 180 days after the date hereof, shall use its reasonable best efforts to cause the consummation of an initial public offering (the “IPO”) of Class A Shares, or the common shares of CGI resulting from the redesignation of Class A Shares in accordance with the Articles of CGI, registered under the Securities Act and, in connection therewith shall use its reasonable best efforts to cause to be filed with the SEC within one year after such a Request, a Registration Statement under the Securities Act, and to cause such Registration Statement to become effective as soon as practicable after such filing (such right to an IPO under this Section 3.1 being hereinafter referred to as the “IPO Right”).
Sample 1
IPO Rights. If a Qualified IPO does not occur by the fifth (5th) anniversary of the Effective Date, BSMB shall have the right to request a Qualified IPO (the "Requested IPO") by delivering a written notice (the "IPO Notice") to the Company and HMTF requesting that the Company effect a Qualified IPO and, subject to Section 7.1.2, the Company shall use commercially reasonable efforts to effect the Requested IPO as soon as practicable thereafter.
Sample 1
IPO Rights. All Shareholders agree, subject to market conditions, to use their reasonable commercial efforts to proceed with a Public Offering within 18 months of the date hereof. Each of the Voting Shareholders hereby agrees and covenants that it will approve amendments to the ESOP and any outstanding options thereunder to provide for the issuance to holders of such options of Voting Shares upon the exercise thereof, it being understood that these agreements and covenants are being made so as to give the Non-Voting Shareholders the benefit of any market for Shares of the Corporation created by the Public Offering (subject to applicable securities law requirements, including applicable hold periods).
Sample 1

Related to IPO Rights

  • Veto rights 6.3.4.1 A Member which can show that its own work, time for performance, costs, liabilities, intellectual property rights or other legitimate interests would be severely affected by a decision of the Steering Committee may exercise a veto with respect to the corresponding decision or relevant part of the decision. 6.3.4.2 When the decision is foreseen on the original agenda, a Member may veto such a decision during the meeting only. 6.3.4.3 When a decision has been taken on a new item added to the agenda before or during the meeting, a Member may veto such decision during the meeting and within 15 days after the draft minutes of the meeting are sent. 6.3.4.4 In case of exercise of veto, the Members shall make every effort to resolve the matter which occasioned the veto to the general satisfaction of all Members. 6.3.4.5 A Party may not veto decisions relating to its identification as a Defaulting Party. The Defaulting Party may not veto decisions relating to its participation and termination in the Partnership or the consequences of them. 6.3.4.6 A Party requesting to leave the Partnership may not veto decisions relating thereto.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • No Rights as Stockholders Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Units any rights whatsoever as stockholders of the General Partner, including without limitation any right to receive dividends or other distributions made to stockholders of the General Partner or to vote or to consent or receive notice as stockholders in respect of any meeting of stockholders for the election of directors of the General Partner or any other matter.

  • Registration Rights; Rights of Participation Except as set forth on Schedule 6(b) to the Registration Rights Agreement, the Company has not granted or agreed to grant to any Person any rights (including "piggy-back" registration rights) to have any securities of the Company registered with the Commission or any other governmental authority which has not been satisfied. Except as set forth on Schedule 6(b) to the Registration Rights Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.

  • No Rights Plan There is no stockholder rights plan, “poison pill” anti-takeover plan or other similar device in effect to which the Company is a party or is otherwise bound.

  • No Rights of a Stockholder The Participant shall not have any of the rights of a stockholder with respect to the Shares subject to the Restricted Stock Units until such Shares have been issued.

  • No Rights of Stockholders Neither the Optionee nor any personal representative (or beneficiary) shall be, or shall have any of the rights and privileges of, a stockholder of the Company with respect to any Shares purchasable or issuable upon the exercise of the Option, in whole or in part, prior to the date on which the Shares are issued.

  • Piggy-Back Rights If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

  • No Rights The Hiring Agreement constitutes permission only to use the premises and confers no tenancy or other right of occupation on the Hirer.

  • Drag-Along Rights (a) If, at any time prior to a Qualified IPO, any Investor (the “Drag-Along Seller”) secures an irrevocable offer to acquire all share capital or assets of the Company (a “Drag-Along Sale”) with a valuation of the Company of more than US$600,000,000 with any Person (such Person, a “Drag-Along Purchaser”) upon such terms and conditions as agreed to with the Drag-Along Seller, and such Drag-Along Sale is agreed by a majority vote of the other Investors and a majority vote of the Founders, each other Investor (an “Other Investor”) agrees, at the request of the Drag-Along Seller, to participate in such Drag-Along Sale as set forth in this Section 9.1. (b) If the Drag-Along Sale is structured as a sale of Shares, each Other Investor shall sell to the Drag-Along Purchaser all Shares then held by such Other Investor on the same terms and conditions as are applicable to the Drag-Along Seller, including the same per-share consideration with respect to a specific class of Shares, and shall execute the necessary transfer forms in favor of the Drag-Along Purchaser; provided that the proceeds from such sale of any Round C Investors shall not be less than the higher of (i) the Series A Liquidation Amount (as defined in the Memorandum and Articles) or (ii) the purchase price as stated in the offer of the Drag-Along Purchaser pro rata based on the number of Ordinary Shares held by such Round C Investors (on an as-converted basis); provided, further, that except with respect to any liability incurred by such Other Investor individually, such Other Investor shall not be liable to a Drag-Along Purchaser for an amount greater than the proceeds from such sale. (c) If the Drag-Along Sale is structured as a merger, amalgamation or scheme of arrangement of the Company or other transaction that requires the approval of the Investors, each Investor shall vote its respective Shares (or execute and deliver any written consents in lieu thereof) in favor of any Drag-Along Sale and all actions deemed reasonably necessary by the Drag-Along Seller in connection with the Drag-Along Sale, and against any action or proposal that may prevent, hinder or impede the consummation of the Drag-Along Sale. (d) The Drag-Along Seller shall provide written notice of a proposed Drag-Along Sale to the Other Investors (a “Drag-Along Sale Notice”) not later than ten (10) days prior to such proposed Drag-Along Sale. The Drag-Along Sale Notice shall identify the Drag-Along Purchaser, the per-Ordinary Share consideration for which a transfer is proposed to be made (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale. Each Other Investor shall be required to participate in the Drag-Along Sale on the terms and conditions set forth in the Drag-Along Sale Notice and to tender its Shares. The price and form of consideration payable in such transfer shall be the Drag-Along Sale Price. (e) The Drag-Along Seller shall have a period of 180 days from the date of receipt of the Drag-Along Sale Notice to enter into a definitive agreement providing for the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, which Drag-Along Sale shall be promptly consummated, subject to fulfilling any closing conditions and obtaining any required regulatory approvals. If the Drag-Along Seller has not entered into a definitive agreement providing for the Drag-Along Sale within such 180-day period and the Drag-Along Seller proposes to effect a Drag-Along Sale after such 180-day period, the Drag-Along Seller shall again comply with the procedures set forth in this Section 9.1(e). (f) In connection with a Drag-Along Sale, each Other Investor shall (i) make such representations, warranties and covenants and enter into such definitive agreements as are customary for transactions of the nature of the Drag-Along Sale, (ii) benefit from and be subject to all of the same provisions of the definitive agreements as are applicable to the Drag-Along Seller, (iii) be required to bear its proportionate share of any escrows, holdbacks or adjustments in respect of the purchase price or indemnification obligations; provided that an Other Investor shall only be obligated to indemnify any other Person in connection with such Drag-Along Sale severally; provided, further, that no Other Investor shall be obligated to indemnify any other shareholder for any breach or misrepresentation by such other shareholder with respect to title in such other shareholder’s equity securities, (iv) be required to bear its proportionate share of the costs and expenses incurred by the Company and the Investors in connection with the proposed transaction (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and all finders, brokerage or investment banking fees, charges or commissions (including, if requested by the Drag-Along Seller, an investment banking firm selected by the Drag-Along Seller and engaged, on customary terms (including customary indemnification from the Company)), to the extent not paid by the Company, and (v) to the extent permitted by applicable Law, not exercise any dissenters’ or appraisal rights to which they may be entitled in connection with a Drag-Along Sale.

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