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. 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) 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. (b) If SB proposes to exercise its rights pursuant to Section 3.02(d), or otherwise is offered the opportunity by IX Company, to purchase Units and/or Preference Securities immediately prior to an initial public offering by IX Company, Quest shall be permitted to purchase a pro rata (based on the relative Percentage Interests of Quest and SB as of such date) number of Units and/or Preference Securities of the same class or series, at the same time, at the same price and on the same terms and conditions as offered to SB.
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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. (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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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). (b) In the event that the IPO commences prior to the first anniversary of the date of this Agreement, the Company shall offer to each Investor, in a private placement to be consummated contemporaneously with the IPO, a number of shares of Common Stock equal to, in the aggregate for all Investors, not less than 5% of the shares of Common Stock to be sold in the IPO at a price per share equal to the IPO offering price (the "IPO Price") minus an amount equal to ten percent (10%) of the IPO Price. Only those Investors who are "Qualified Institutional Buyers" as defined in Rule 144A(a) promulgated under the Act ("Qualified Offerees") shall be entitled to the right to purchase shares of Common Stock under this subsection 17(b). The right to purchase shares of Common Stock under this subsection 17(b) shall be shared pro rata by the Qualified Offerees 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 such Qualified Offeree bears to the total number of shares of Common Stock held by all such Qualified Offerees (assuming full conversion and exercise of all convertible or exercisable securities). (c) Notwithstanding any other provision in this Section 17, the rights provided in this Section 17 shall be null and void ab initio if, and only to that extent that, they would constitute a violation of Section 5 of the Securities Act.
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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. 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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Related to Participation in Initial Public Offering

  • 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.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

  • 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.

  • 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).

  • 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.

  • 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.

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2 which involves an underwritten offering, the Company shall enter into an underwriting agreement in connection therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Marketing Limitation in Demand Registration Notwithstanding any other provision of this Section 3, in the event the Underwriters’ Representative advises the Fund in writing that market factors (including the aggregate number of RVMTP Shares requested to be Registered, the general condition of the market, and/or the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holder(s)); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and PIMCO Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of the Registrable Securities included in any such underwriting shall not be reduced to less than 90% of the number of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.

  • Underwritten Offerings (a) The Initiating Holder shall have the right to select the book-running managers and the co-managers (collectively, the “managing underwriter”) in connection with any underwritten offering pursuant to Section 2 or Section 3; provided, that the selection of the managing underwriter by the Initiating Holder shall be subject to the reasonable approval of the Board. In connection with such underwritten offering, the Company and the Initiating Holder shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting, provided, that such underwriting agreement is in customary form, provides for customary compensation, expense reimbursement and indemnification, and otherwise is reasonably acceptable to the Initiating Holder and the Company. (b) Upon the receipt by the Company of an Underwritten Demand Notice or a Shelf Underwritten Demand Notice, the Company shall give prompt written notice to all Holders of Registrable Securities (other than the Initiating Holder) that an underwritten offering pursuant to Section 2 or Section 3, as applicable is being effected. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such underwritten offering any Registrable Securities of the Holder, the Company shall include such Registrable Securities in the registration statement; provided that the Company need not include in an underwritten offering pursuant to Section 3 any Registrable Securities that are not then included in the applicable Shelf Registration Statement (unless the Company is then a WKSI). The right of any Holder to include Registrable Securities in any underwritten offering shall be conditioned upon such Holder’s willingness to enter into an underwriting agreement with the underwriter or underwriters selected for such offering (in each case, unless otherwise mutually agreed by such Holder, the Initiating Holders and the Company). (c) Notwithstanding the foregoing, if the managing underwriter of an underwritten offering in connection with any registration pursuant to Section 2 or Section 3 advises the Company and the Holders of Registrable Securities participating in such offering in writing that in its good faith judgment the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to the applicable Initiating Holder, then (i) the number of Registrable Securities so requested to be included in such offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering at such price and (ii) this reduced number of Registrable Securities shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities then held by such Holders. (d) Those Registrable Securities which are excluded from an underwriting in connection with any registration pursuant to Section 2 or Section 3 hereof by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such offering and shall be withheld from the market by the Holders thereof for a period (not to exceed ninety (90) days) which the managing underwriter reasonably determines is necessary to effect the underwritten offering. (e) If the managing underwriter has not limited the number of Registrable Securities to be included in an underwritten offering pursuant to Section 2 or Section 3, the Company and, subject to the requirements of Section 8 hereof, the other holders of the Company’s securities may include securities for its (or their) own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such offering will not thereby be limited.

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