Maximum Offering Size Sample Clauses

Maximum Offering Size. If a Demand Registration involves an underwritten Public Offering and the managing Approved Underwriter advises the Company that, in its good faith determination, the number of Registrable Securities requested to be included in such registration exceeds the largest number of shares of Registrable Securities which can be sold without having an adverse effect on such offering, including the price at which such shares of Registrable Securities can be sold (the “Maximum Offering Size”), the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, all Registrable Securities requested to be included in such registration by any Representative Holder and the Investors (allocated, if necessary, for the offering not to exceed the Maximum Offering Size, pro rata among such Representative Holders and the Investors on the basis of their relative ownership, which, for the Investors shall take into account any Securities issuable upon conversion of the Convertible Notes and the Series C Preferred Stock held by an Investor); and (ii) second, if, in connection with a Demand Registration, the Company also proposes to register Securities, so much of such Securities proposed to be registered by the Company as would not cause the Public Offering to exceed the Maximum Offering Size.
Sample 1Sample 2
AutoNDA by SimpleDocs
Maximum Offering Size. 5.01(e) Nominee....................................................... 2.03(a)
Sample 1Sample 2
Maximum Offering Size. If a registration pursuant to this Section 2.02 involves an underwritten Public Offering and the managing underwriter shall advise Micro that, in its view, the number or mix of securities of Micro (including all Registrable Securities) which Micro, the Holders and any other Persons intend to include in such registration exceeds the Maximum Offering Size, Micro will reduce the number of securities requested to be registered until such registration no longer exceeds the Maximum Offering Size as follows: (i) If the registration was initiated by Micro for the sale of Priority Securities for its own account: (1) first, Priority Securities to be sold for the account of holders of Priority Securities other than Micro, Registrable Securities requested to be included in such registration pursuant to Section 2.02(a) by Holders holding Registrable Securities and securities requested to be included in such registration by Grantees pursuant to the terms of their agreements with Micro shall be reduced on a pro rata basis among them according to the relative number of shares each such Person has requested to be included in such registration; and (2) second, Priority Securities to be sold for Micro's own account shall be reduced. (ii) If the registration was initiated at the request of a holder (a "PRIORITY HOLDER") of Priority Securities to be sold for the account of such Priority Holder: (1) first, until such time as the Registrable Securities requested to be included in such registration by the Priority Holder have been reduced by 50%, the Priority Securities requested to be included in such registration by the Priority Holder and the securities requested to be included in such registration by the Holders pursuant to Section 2.02 and by the Grantees pursuant to the terms of their agreements with Micro shall be reduced on a pro rata basis among them according to the relative number of shares each such Person has requested to be included in such registration; (2) second, any remaining securities requested to be included in such registration by the Holders pursuant to Section 2.02 and by all Grantees pursuant to the terms of their agreements with Micro shall be reduced on a pro rata basis among them according to the relative number of shares each such Person has requested to be included in such registration; and (3) third, any remaining Priority Securities requested to be included in such registration by the Priority Holder shall be reduced.
Sample 1
Maximum Offering Size. If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5(a)(v) shall apply) and the managing underwriter advises Parent that, in its view, the number of Registrable Securities that Parent and such selling Investors propose to include in such Registration exceeds the Maximum Offering Size, Parent shall include in such Registration, in the following priority, up to the Maximum Offering Size: (A) first, such number of securities proposed to be Registered for the account of Parent or any Person (including an Investor) to whom Parent hereinafter grants registration rights that are, with respect to such Registration, preferential to the registration rights granted to the Investors under this Section 5(b) and on whose account the Registration is being made, if any, as would not cause the offering to exceed the Maximum Offering Size, and (B) second, all Registrable Securities requested to be included in such Registration by any Investors pursuant to this Section 5(b) and similar registration rights provided to any other Person by Parent (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Investors and other Persons based on their relative ownership of Registrable Securities).
Sample 1

Related to Maximum Offering Size

  • Maximum Number of Shares Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate amount of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement to exceed the Maximum Amount.

  • Minimum Amounts and Maximum Number of Tranches All borrowings, prepayments, conversions and continuations of Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, after giving effect thereto, the aggregate principal amount of the Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event shall there be more than five Eurodollar Tranches outstanding at any time.

  • Maximum Number of Demand Registrations The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.2.

  • Maximum number of Loans A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 20 (twenty) Loans would be outstanding.

  • Maximum order The Contractor is not obligated to honor— (1) Any order for a single item in excess of N/A per year (2) Any order for a combination of items in excess of N/A per year (3) A series of orders from the same ordering office within 365 days that together call for quantities exceeding the limitation in paragraph (b)(1) or (2) of this section.

  • Minimum Amounts and Maximum Number of Eurodollar Tranches Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions, continuations and optional prepayments of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten Eurodollar Tranches shall be outstanding at any one time.

  • Maximum Amount In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $250,000.00.

  • Valid Issuance; Available Shares; Affiliates All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of shares of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

  • Available Shares The Company will ensure that there are at all times sufficient shares of Common Stock to provide for the issuance, free of any preemptive rights, out its authorized but unissued shares of Common Stock, of the Maximum Amount.

  • Minimum Amount of Each Borrowing; Maximum Number of Borrowings The aggregate principal amount of each Borrowing of Loans shall be in a multiple of $100,000 and shall not be less than the Minimum Borrowing Amount. More than one Borrowing may occur on any date; provided that at no time shall there be outstanding more than four (4) Borrowings of LIBOR Loans under this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!