Participation in Initial Public Offering Sample Clauses

Participation in Initial Public Offering. If, prior to a Change in Control, both the Company’s Series A Common Stock and Series C Common Stock (or the series or class of common stock into which they may be converted) become publicly traded on the NYSE, Nasdaq or AMEX as a result of an underwritten initial public offering of such shares pursuant to the Securities Act, Participant shall be given the opportunity to participate in such offering on terms and conditions determined by the Board, in its sole discretion.
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Participation in Initial Public Offering. (a) IX Company shall permit Quest and its Affiliates to participate in an initial public offering by IX Company of its Units on the same basis as SB and SB's Affiliate are permitted to participate in such offering, pro rata based on the relative Percentage Interests on the IPO Date of Quest and its Affiliates on one hand compared to SB and its Affiliates on the other hand. If SB and its Affiliates enter into "lockup" agreements with IX Company and/or the underwriters of IX Company's initial public offering pursuant to which SB and its Affiliates agree not to Transfer their Units for a period of time following an initial public offering by IX Company, Quest and its Affiliates shall enter into "lockup" agreements with IX Company and/or such underwriters on the same terms and conditions as SB.
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Participation in Initial Public Offering. If the holders of ---------------------------------------- not less than twenty-five percent (25%) of the Series D Registrable Securities request that up to twenty-five percent (25%) of the Common Stock issuable upon conversion of the Series D Preferred Stock be included in the Company's registration statements on Form S-1, including the Company's filing for its Initial Public Offering, the Company and its underwriters will use their best efforts to include such shares of Series D Registrable Securities in the registration statement on Form S-1 unless the Company and its lead underwriter determine that it is not in the Company's best interests to do so. Notwithstanding anything to the contrary contained in this Section 3, if the underwriter reasonably determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares to be underwritten shall be allocated first to the Company, next to the holders of the Series D Registrable Securities on a pro rata basis based on the number of shares of Series D Registrable Securities owned by them and then to all other holders seeking to participate in the registration.
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Participation in Initial Public Offering. In the event that Borrower undertakes an Initial Public Offering or any other public registered underwritten offering pursuant to the Securities Act of 1933, as amended (the "Act"), Holder may, at his option, sell the shares of OWT Common Stock into which this Note may be converted pursuant to Article II hereof on a pro rata basis with EMCON and the other holders of OWT Common Stock participating in such offering, subject to the approval of the managing underwriters for such
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Participation in Initial Public Offering. (a) In the event that the IPO commences on or after the first anniversary of the date of this Agreement, the Investors shall be entitled to direct, to the Investors or the designee of such Investor, at least 5% of the allocation of the registered public shares in the IPO. Such right shall be shared pro rata by the Investors based on the proportion that the number of shares of Common Stock held (assuming full conversion and exercise of all convertible or exercisable securities) by each Investor bears to the total number of shares of Common Stock held by all Investors (assuming full conversion and exercise of all convertible or exercisable securities).
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Participation in Initial Public Offering. If the Company undertakes an Initial Public Offering or any other public registered underwritten offering pursuant to the Securities Act of 1933, as amended (the "Act"), each Management Stakeholder may, at his option, sell the shares of OWT Common Stock into which the Option Base Amount may be converted pursuant to Section 3 hereof on a pro rata basis with EMCON and the other holders of OWT Common Stock participating in such offering, subject to the approval of the managing underwriters for such offering. This right shall expire at such time as Management Stakeholder may sell all shares of OWT Common Stock into which the Option Base Amount may be converted in any three month period pursuant to Rule 144 under the Act. The procedures and terms of such registration rights shall be as set forth in Sections 4 to 7 of the Agreement Note (as defined below).
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Participation in Initial Public Offering. The Company will work with its underwriters to allow the Purchasers and any Affiliates of the Purchasers then holding Series H Preferred or Underlying Common Stock to purchase shares of the Company's Common Stock in the initial underwritten public offering of the Company's securities pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act ("IPO") to the extent necessary to allow the Purchasers and any Affiliates of the Purchasers to maintain in the aggregate the same percentage ownership interest in the Company as they owned in the aggregate immediately prior to the IPO.
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Participation in Initial Public Offering. The Company will offer such opportunity to you to participate in the Company Initial Public Offering (the “IPO”) as a selling stockholder, to the extent the Company allows any of its stockholders to participate in the offering, subject to you entering into a customary power of attorney, custody agreement and underwriting agreement (and such other documents, if any, as shall be required of other selling stockholders in such offering). You must also sign any agreement requested by the Company’s underwriters to lock up outstanding stock and stock options (other than stock offered in the IPO under the above provisions), in a form that is entered into by officers of the Company for the IPO and any subsequent offerings, with respect to shares as to which the underwriters have offered to permit you to sell in the IPO but as to which you have declined. Your rights with respect to inclusion of your securities in the IPO shall expire upon the earlier of the closing of the IPO and two (2) years after the Termination Date.
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Participation in Initial Public Offering. (d) In the event that the Company proposes to register any DLJ Registrable Securities, any shares of Common Stock owned by the management of the Company (the "Management Shares") or any other Stockholder Shares in connection with an Initial Public Offering (the "IPO Registration") and the registration form to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Continuing Registrable Securities of its intention to effect such a registration and, subject to the next sentence, will include in such registration all Continuing Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice; provided that if the IPO Registration is an underwritten registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will include in such registration (i) first, any securities the Company proposes to sell, (ii) second, the Continuing Registrable Securities, the DLJ Registrable Securities and any Management Shares requested to be included in such registration, pro rata among the holders of such Continuing Registrable Securities, DLJ Registrable Securities and Management Shares on the basis of the number of shares owned by each such holder of Continuing Registrable Securities, DLJ Registrable Securities, and Management Shares, respectively and (iii) third, all other securities requested to be included in such registration; provided further that, in the event that any agreement (a "Management Agreement") with respect to the number of Management Shares that may be registered in an Initial Public Offering may be construed to conflict with the provisions of this Section 10A(d), the terms of the Management Agreement shall govern.
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Related to Participation in Initial Public Offering

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable 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.

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • 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.

  • Marketing Limitation in Piggyback Registration In the event the Underwriter’s Representative advises the Holders seeking Registration of Registrable Securities pursuant to Section 3.2 in writing that market factors (including, without limitation, the aggregate number of shares of Common Stock requested to be Registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the Underwriter’s Representative (subject to the allocation priority set forth in Section 3.2.2(c)) may:

  • Requirements for Participation in Registration Statement in Offerings Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration of the other Registrable Securities to be included in such Registration.

  • 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.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Agreement in Connection with Initial Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

  • Underwriting in Piggyback Registration In the event of an underwritten registration pursuant to the provisions of Section 5.2, any Holder who requests to have Registrable Shares included in such registration shall enter into such custody agreements and powers of attorney as are reasonably requested by the Corporation and any such underwriter, and, if requested, enter into an underwriting agreement containing customary terms.

  • Requirements for Participation in Underwritten Offerings No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

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