Participation in the Public Offer of the Shares Sample Clauses

Participation in the Public Offer of the Shares. The Strategic Partner and the companies constituting the Airport Group expressly assume the obligation to assist Nafin so that, no later than 4 (four) years from the date hereof, the Airport Group carries out one or more public offers or other type of allocation to investors, under the applicable legislation in each jurisdiction, of at least 36% (thirty-six percent) of the Shares of the Holding Company owned by Nafin, in its capacity as trustee, as provided for by Section 3.3 below. In order for Nafin to be able to meet its objective to place the Shares of the Holding Company as stated above, the Strategic Partner hereby binds itself to carry out such actions, agreements and resolutions as may be necessary for such purpose, and it shall agree in the Trust Agreement that the Trustee votes for the approval of such actions and resolutions and provides such information and documentation as may be reasonably required to obtain the recordation of the Holding Company and the Shares with the National Registry of Securities and Intermediaries, as well as the authorizations from the National Banking and Securities Commission, the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C.V.) and, as the case may be, the corresponding authorities of other countries. It shall be understood that the Strategic Partner has complied with its obligation to assist in the above mentioned public offering of shares whenever (i) it has delivered to the SCT representative appointed for that purpose and to Nafin all the documents required under the Securities Market Law for the above purposes, official communication 11-29 of the National Banking and Securities Commission and any other applicable official communication or legal provision, and also pursuant to the formats of the competent authorities of the jurisdictions where the shares representing the capital stock of the Holding Company are intended to be offered and which may be required in writing by Nafin or the Federal Government in order to carry out the public offering of the Shares of Nafin; and (ii) it has provided any information as may be required by the agents and collaborate with them; and (iii) the officers of the Airport Group and of the Strategic Partner requested by SCT attend any of the road-shows of the terms and conditions of the Public Offering and participate in the preparation, promotion and performance of such road-shows. The expenses incurred by the Strategic Partner by cooperating with Nafin under the...
Sample 1
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Participation in the Public Offer of the Shares. The Strategic Partner and the companies constituting the Airport Group expressly assume the obligation to assist Nafin so that, not later than in a term of 4 (four) years as from the date hereof, the Airport Group carries out one or more public offers or other type of placement among the public investors under the applicable legislation in each jurisdiction (the "Public Offer"), of at least 36% (thirty-six percent) and up to the totality of the Shares of the Holding Company owned by Nafin, in its capacity as trustee, under the terms of the provisions of Section 3.3
Sample 1

Related to Participation in the Public Offer of the Shares

  • 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 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.

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Subsidiary Public Offering If, after an initial Public Offering of the common equity securities of one of its Subsidiaries, the Company distributes securities of such Subsidiary to its equityholders, then the rights and obligations of the Company pursuant to this Agreement will apply, mutatis mutandis, to such Subsidiary, and the Company will cause such Subsidiary to comply with such Subsidiary’s obligations under this Agreement as if it were the Company hereunder.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • 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 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.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • 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.

  • Tender of the Shares (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

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