Prior to an Initial Public Offering Sample Clauses

Prior to an Initial Public Offering. If prior to the occurrence of an IPO , the Performance-Vesting Options shall vest in full on such Measurement Date, subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
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Prior to an Initial Public Offering. If, after the date hereof and prior to an Initial Public Offering, the Company shall propose to issue or sell New Securities (as hereinafter defined) or enter into any contracts, commitments, agreements, understandings or arrangements of any kind relating to the issuance or sale of any New Securities, then subject to the immediately following paragraph, each Securityholder shall have the right to purchase that number of New Securities, at the same price and on the same terms proposed to be issued or sold by the Company, so that each such Securityholder would, after the issuance or sale of all such New Securities (and after giving effect to the preference given to the Series C and D Holders set forth in the immediately following paragraph), hold the same proportionate interest of the Fully Diluted Capitalization as was held by each such Securityholder immediately after any issuance or sale of New Securities as set forth in the immediately following paragraph and immediately prior to the issuance or sale of the balance of such New Securities (the "Proportionate Percentage"). "New Securities" shall mean any Shares or other securities or other rights convertible or exchangeable into or exercisable for Shares; provided, however, that "New Securities" does not include: (i) any Warrants, Options or Common Stock issued or issuable on conversion of the Preferred Stock, or upon the exercise of Warrants or Options (other than options referred to in clause (v) below); (ii) Shares issued pursuant to the exercise of any rights, warrants, options (other than options referred to in clause (v) below) or other agreements not outstanding on the date of this Agreement including, without limitation, any security convertible or exchangeable, with or without consideration, into or for any stock, options and warrants, provided that the rights established by this Section 7.1 apply with respect to the initial sale or grant by the Company of such rights or agreements; (iii) securities issued by the Company as part of any public offering pursuant to an effective registration statement under the Securities Act; (iv) Shares issued in connection with any stock split, stock dividend or recapitalization of the Company; (v) Shares issued to management, directors or employees of, or consultants to, the Company pursuant to options outstanding as of the date hereof and options to purchase Shares issued pursuant to any Option Plan or as otherwise approved by the Compensation Committee and Shar...
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Prior to an Initial Public Offering. (a) any Shareholder which is a member of a Group may transfer fewer than twenty-one (21%) of its Shares of Common Stock, and/or fewer than twenty-one percent (21%) of its Shares of any class of Preferred Stock,
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO , the Performance-Vesting Shares shall vest in full on such Measurement Date, subject to the Subscriber remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
Sample 1
Prior to an Initial Public Offering. If prior to the occurrence of an IPO either the CCMP Investor or the MSD Investor has received Proceeds on any Measurement Date resulting in an MOI that is greater than or equal to 2.0, the Performance-Vesting Options shall vest in full on such Measurement Date, subject to the Optionee remaining in a continuous Service Relationship from the vesting commencement date through the applicable Measurement Date.
Sample 1
Prior to an Initial Public Offering. During the Exclusive Term and prior to the consummation of an Initial Public Offering, NBC may terminate this Agreement without cause by giving ninety (90) days prior written notice to InterVU. Any such notice must be accompanied by, and actual termination of this Agreement at the end of the ninety (90) days shall be expressly conditioned upon, NBCI's or NBC's return, for no compensation, of the following number of Purchased Shares in the following periods: (i) all 1,280,000 of the Purchased Shares, if notice is given in months one (1) through six (6) of the Exclusive Term; (ii) 900,000 of the Purchased Shares, if notice is given in months seven (7) through twelve (12) of the Exclusive Term, (iii) 380,000 of the Purchased Shares, if notice is given in months thirteen (13) through twenty-four (24) of the Exclusive Term and (iv) no Purchased Shares, if notice is given after month twenty-four (24) of the Exclusive Term if such term is extended as provided herein; provided, however, that neither NBCI nor NBC shall be required to return any such Purchased Shares until such date as NBC receives all of the Prepayments owed pursuant to Sections 4.4 and 4.5.1.
Sample 1
Prior to an Initial Public Offering. Beginning on the Effective Date and prior to the consummation of an Initial Public Offering, InterVU shall bear the cost of servicing NBC as described herein, including without limitation all out of pocket expenses and man-hours plus an allocation of related overhead which shall be deemed to be equal to twenty percent (20%) of the total out of pocket expenses and man hours (the "Costs") incurred during each calendar month, up to a maximum aggregate amount of $10,000 per month (representing, as of the Effective Date, the approximate Cost of delivering at least 100 gigabytes). If additional delivery capacity or other InterVU services are needed, InterVU shall notify NBC in writing, and InterVU and NBC shall negotiate in good faith the percentage of such Costs to be paid by each party if NBC chooses to continue to provide NBC Audio/Video Clips during such month. InterVU may elect not to expend more than $10,000 per month on Costs; however, upon such election, NBC shall be permitted to use additional delivery services from third parties notwithstanding the exclusivity provisions of Section 2.6 herein.
Sample 1
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Prior to an Initial Public Offering. If prior to the occurrence of an IPO the CCMP Stockholders have received Proceeds on any Measurement Date resulting in an MOI that is greater than or equal to 2.0, the Performance Option shall vest in full on such Measurement Date, subject to the Participant’s continued employment by the Company or one of its Subsidiaries through the applicable Measurement Date.
Sample 1

Related to Prior to an Initial Public Offering

  • 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.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units 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 Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • 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. SWITZERLAND

  • 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.

  • 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.

  • Press Release; Public Offering Materials Disclose the name of Agent or any Lender in any press release or in any prospectus, proxy statement or other materials filed with any governmental entity relating to a public offering of the capital stock of any Loan Party except as may be required by law.

  • Registration Statement and Prospectus; Public Offering The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

  • 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).

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares 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 Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • 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.

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