Offer to Certain Stockholders Sample Clauses

Offer to Certain Stockholders. 14 (b) Responses to Offer . . . . . . . . . . . . . . . 15 (c)
Sample 1
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Offer to Certain Stockholders. If Newco proposes to issue, sell or grant any of its capital stock or any right, warrant, option, convertible security or exchangeable security, or indebtedness or other rights exercisable for or convertible into, or exchangeable for, directly or indirectly, any capital stock of Newco ("capital stock equivalents"), then Newco shall, no later than 16 days before the consummation of any such issuance, sale or grant (collectively, any "Issuance") give written notice to each Stockholder of the proposed Issuance. The notice shall describe the proposed Issuance, identify the proposed purchasers, and contain an offer to each Stockholder that in the reasonable judgment of Newco is an accredited investor (as that term is defined in Rule 501 promulgated under the Securities Act of 1933) (an "accredited offeree") to sell to such accredited offeree, at the same price and for the same consideration to be paid by the proposed purchasers, the accredited offeree's pro rata portion (which is the ratio of the number of shares of fully diluted Common Stock owned by the accredited offeree immediately before such Issuance to the total number of shares of fully diluted Common Stock owned by all accredited offerees immediately before such Issuance) of such capital stock and capital stock equivalents included in such Issuance. Each accredited offeree shall have a right of over-allotment to the effect that if any accredited offeree fails to exercise its or his rights under this Section D.2. to purchase its or his pro rata portion, the other accredited offerees may purchase the nonpurchasing accredited offeree's portion on a pro rata basis or on such other basis
Sample 1
Offer to Certain Stockholders. If Newco proposes to issue, sell or grant any of its capital stock or any right, warrant, option, convertible security or exchangeable security, or indebtedness or other rights exercisable for or convertible into, or exchangeable for, directly or indirectly, any capital stock of Newco ("capital stock equivalents"), then Newco shall, no later than 16 days before the consummation of any such issuance, sale or grant (collectively, any "Issuance") give written notice to each Stockholder of the proposed Issuance. The notice shall describe the proposed Issuance, identify the proposed purchasers, and contain an offer to each Stockholder to sell to such Stockholder, at the same price and for the same consideration to be paid by the proposed purchasers, the Stockholder's pro rata portion (which is the ratio of the number of shares of fully diluted Common Stock owned by the Stockholder immediately before such Issuance to the total number of shares of fully diluted Common Stock owned by all Stockholders immediately before such Issuance) of such capital stock and capital stock equivalents included in such Issuance subject, to the provisions of this Section D.2. Each Stockholder shall have a right of over-allotment to the effect that if any Stockholder fails to exercise its or his rights under this Section D.2. to purchase its or his pro rata portion, the other Stockholders may purchase the nonpurchasing Stockholder's portion on a pro rata basis or on such other basis as the Stockholders who are purchasing securities pursuant to the offer shall agree.
Sample 1

Related to Offer to Certain Stockholders

  • Notice to Holders Prior to Certain Actions The Company shall deliver notices of the events specified below at the times specified below and containing the information specified below unless, in each case, (i) pursuant to this Indenture, the Company is already required to deliver notice of such event containing at least the information specified below at an earlier time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder with a copy to the Trustee containing such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality or validity of such event.

  • Prior Notice to Certificateholders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

  • Prior Notice to Trust Certificateholders with Respect to Certain Matters Subject to the provisions and limitations of Section 4.4, with respect to the following matters, the Securitization Trust shall not take action unless at least thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Trust Certificateholders in writing of the proposed action and prior to the 30th day after such notice is given the Trust Certificateholders shall not have notified the Owner Trustee in writing that such Trust Certificateholders have withheld consent or provided alternative direction:

  • Prior Notice to Certificateholder with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 10 days before the taking of such action (or such shorter notice acceptable to the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 10th day (or such shorter notice acceptable to the Certificateholder) after such notice is given that the Certificateholder has withheld consent or provided alternative direction:

  • Prior Notice to the Certificateholders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least thirty (30) days before the taking of such action (or such shorter period as shall be agreed to in writing by all Certificateholders), the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and none of the Certificateholders shall have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that such Certificateholders have withheld consent or provided alternative direction:

  • Voting Powers as to Certain Transactions Section 2.

  • Authorization to Enter into Certain Transactions (a) The Trustees shall conduct the affairs of the Trust in accordance with and subject to the terms of this Trust Agreement. In accordance with the following provisions (i) and (ii), the Trustees shall have the authority to enter into all transactions and agreements determined by the Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees, under this Trust Agreement, and to perform all acts in furtherance thereof, including the following:

  • Prior Notice to Holders with Respect to Certain Matters With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and no Certificateholder shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction:

  • Communication by Holders with Other Holders Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

  • Notice of Disqualifying Disposition of ISO Shares If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

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