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.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
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...
Sample 1Sample 2
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, (b) Steexx, xx at the time of the proposed transfer Richxxx Xxxxxx is not an employee of the Company or any Subsidiary, may transfer all or any portion of its Shares, and (c) RMF may transfer all or any portion of his Shares,
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
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
AutoNDA by SimpleDocs
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

Related to Prior to an Initial Public Offering

  • 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

  • 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.

  • 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.

  • 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.

  • Agreement in Connection with Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company’s securities for a period of 180 days from the effective date of such registration statement, 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.

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Requested Underwritten Offerings If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and 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 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.

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