Participation in a Public Offering of Common Stock; Rule 144 Sales Sample Clauses

Participation in a Public Offering of Common Stock; Rule 144 Sales. (a) If the NMP Entities propose to sell all or any portion of the shares of Common Stock owned by the NMP Entities in a Public Offering, the Shareholder shall be entitled to participate proportionately in such Public Offering by selling in the Public Offering the same percentage of the Shareholder’s shares of Common Stock as the NMP Entities sell of their shares of Common Stock in the Public Offering (determined on the basis of the aggregate number of shares of Common Stock owned and the aggregate number of such shares of Common Stock being sold by the NMP Entities (assuming conversion, exchange or exercise of all Convertible Securities held by the NMP Entities and the Shareholder)). The Company shall notify the Shareholder in writing of the NMP Entities’ intention to effect such Public Offering at least ten business days, or such shorter time as the Company deems practicable, before the effective date of the registration statement relating to such Public Offering (the “Section 2.3 Notice”) and shall cause the Shareholder’s shares to be sold in such Public Offering to be included therein. If the Shareholder wishes to participate in such Public Offering, the Shareholder shall notify the Company in writing within three business days after receipt of the Section 2.3 Notice of the Shareholder’s intention to participate in such Public Offering, including the number of shares with respect to which the Shareholder will so participate. Any failure by the Shareholder to so notify the Company within such three business-day period shall be deemed an election by the Shareholder not to participate in such Public Offering with respect to any of the Shareholder’s shares. If the Shareholder sells any shares pursuant to this Section 2.3, the Shareholder shall pay and be responsible for the Shareholder’s proportionate share of the Expenses of Sale and the Sale Obligations, including indemnifying the underwriters of such Public Offering, on a proportionate basis, to the same extent as the NMP Entities are required to indemnify such underwriters. If the Shareholder sells any shares pursuant to this Section 2.3, the Shareholder shall be entitled to all of the rights and be bound by all of the obligations of a “Participating Holder” under Sections 2.1(g), 2.3(a)(iii), 2.3(a)(vi), 2.3(a)(viii) (to the extent such section relates to the provision of an earnings statement), 2.3(a)(xix) and 2.3(a)(xx), the last two sentences of Section 2.4(a) and Sections 2.4(b) and 2.6 of the Inve...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Participation in a Public Offering of Common Stock; Rule 144 Sales

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • OFFERING OF SHARES (a) NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds. (b) The price that NLD shall pay for Shares purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased by NLD are to be resold by NLD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents acting in accordance with the terms of selected dealer or selected agent agreements described in Section 12 of this Agreement. The Funds will advise NLD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other times as NLD may reasonably request. (c) NLD will promptly forward all orders and subscriptions to the Funds or its designated agent. All orders and all subscriptions shall be directed to the Funds for acceptance and shall not be binding until accepted by the Funds. Any order or subscription may be rejected by the Funds; provided, however, that the Funds will not arbitrarily or without reasonable cause refuse to accept or confirm orders or subscriptions for the purchase of Shares. The Funds or its designated agent will confirm orders and subscriptions upon their receipt, will make appropriate book entries and, upon receipt by the Funds or its designated agent of payment therefore, will issue such Shares in uncertificated form pursuant to the instructions of NLD. NLD agrees to cause such payment and such instructions to be delivered promptly to the Funds or its designated agent. (d) The Funds reserve the right to suspend the offering of Shares of the Funds at any time in the absolute discretion of the Board, and upon notice of such suspension NLD shall cease to offer Shares of the Funds specified in the notice. (e) No Shares shall be offered by either NLD or the Funds under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Funds if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required by Section 10(b) of the Securities Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way limit the Funds’ obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund's Organizational Documents or the Prospectus applicable to the Shares.

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.

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