Priority on Piggyback Qualification Sample Clauses

Priority on Piggyback Qualification. If any Piggyback Qualification includes an underwritten offering and the managing underwriters advise Resources in writing that in their opinion the aggregate number of Common Shares that Resources and GF BVI have requested to be included in such offering exceeds the number (the “Maximum Offering Size”) which can be sold in an orderly manner in such offering within a price range acceptable to Resources, Resources shall include in such distribution or registration: (a) first, as many of the Common Shares proposed to be sold by Resources as will not cause the offering to exceed the Maximum Offering Size; and (b) second, as many of the Piggyback Shares as will not cause the offering to exceed the Maximum Offering Size. Subject to the foregoing, Resources shall use its best commercial efforts to arrange for the underwriters to include all of the Piggyback Shares as part of the Common Shares to be distributed by or through such underwriters.
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Priority on Piggyback Qualification. If any Piggyback Qualification involves the use of investment dealers and the managing dealer advises the Corporation in writing, at any time and from time to time, that in its opinion the number of Common Shares that the Corporation and GF Netherlands have requested to be included in such offering exceeds the number (in this Section 4.02, the “Maximum Offering Size”) which can be sold in an orderly manner in such offering within a price range acceptable to the Corporation, the Corporation shall include in such qualification for distribution: (a) first, as many of the Common Shares as will not exceed the Initial Requirements; and will not cause the offering to exceed the Maximum Offering Size; (b) second, as many of any Piggyback Shares proposed to be qualified for distribution by GF Netherlands as part of the Piggyback Qualification as will not cause the offering to exceed the Maximum Offering Size; provided, however, GF Netherlands understands that Messrs Xxxxxxxx and Xxxxx Xxxxxx (collectively, the “Agapovs”) are entitled to pre-existing distribution rights in relation to Common Shares valued at an aggregate of US$30,000,000 which would entitle them to participate in any such offering. In such event, GF Netherlands and the Agapovs shall have the right to participate in such Piggyback Qualification on an equal basis to each other for so long as the Agapovs are so entitled. For the avoidance of doubt once the Agapovs are no longer entitled to such pre-existing distribution rights, GF Netherlands’ Piggyback Qualification rights under this agreement shall have priority over any other similar rights of any shareholders of the Corporation. The Corporation will notify GF Netherlands as soon as reasonably practicable following confirmation from the Agapovs as to whether the Agapovs intend to exercise any such distribution rights.
Sample 1

Related to Priority on Piggyback Qualification

  • Due Qualification Seller is duly qualified to do business as a foreign corporation, is in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.

  • STAFF QUALIFICATIONS CONTRACTOR shall ensure that all individuals employed, contracted, and/or otherwise hired by CONTRACTOR to provide classroom and/or individualized instruction or related services hold a license, certificate, permit, or other document equivalent to that which staff in a public school are required to hold in the service rendered consistent with Education Code section 56366.1(n)(1) and are qualified pursuant to Title 34 of the Code of Federal Regulations sections 200.56 and 200.58, and Title 5 of the California Code of Regulations sections 3001(y), 3064 and 3065. Such qualified staff may only provide related services within the scope of their professional license, certification or credential and ethical standards set by each profession, and not assume responsibility or authority for another related services provider or special education teacher’s scope of practice. CONTRACTOR shall ensure that all staff are appropriately credentialed to provide instruction and services to students with the disabling conditions placed in their program/school through documentation provided to the CDE (5 CCR 3064 (a)).

  • Required Qualifications At all times during the term of the Contract, Vendor shall have available, under direct employment and supervision and/or subcontract agreement fully incorporating the terms and conditions of the Contract Documents, the required qualified and properly licensed (as applicable) personnel to properly fulfill all the terms and conditions of the Contract.

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Tax-Free Qualification (a) Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts to, and cause each of their respective Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code, (ii) cause the Trident Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (iii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Each of Trident, Parent and Merger Subs shall use its respective reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its respective Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede (A) the Mergers, taken together from being treated as an “exchange” described in Section 351(a) of the Code and (B) the Trident Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. (b) Sun shall use its reasonable best efforts to, and cause each of its Subsidiaries to, (i) cause the Mergers, taken together, to be treated as an “exchange” described in Section 351(a) of the Code and (ii) to obtain the opinion of counsel referred to in Exhibit C (including by taking the actions described in Exhibit C). Sun shall use its reasonable best efforts not to, and shall use its reasonable best efforts not to permit any of its Subsidiaries to, take any action (including any action otherwise permitted by this Section 6.16) that would prevent or impede the Mergers, taken together, from qualifying as an “exchange” described in Section 351(a) of the Code. (c) Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Mergers for U.S. federal income tax purposes collectively as an “exchange” within the meaning of Section 351(a) of the Code. Parent will (and following the Closing will cause the Trident Surviving Corporation and the Sun Surviving Corporation, as applicable, to) file all required information with its Tax Returns and maintain all records required for Tax purposes.

  • Blue Sky Qualification The purchase of Units under this Subscription Agreement is expressly conditioned upon the exemption from qualification of the offer and sale of the Units from applicable federal and state securities laws. The Company shall not be required to qualify this transaction under the securities laws of any jurisdiction and, should qualification be necessary, the Company shall be released from any and all obligations to maintain its offer, and may rescind any sale contracted, in the jurisdiction.

  • REIT Qualification The Company will use its best efforts to continue to meet the requirements for qualification and taxation as a REIT under the Code, subject to any future determination by the Company’s board of directors that it is no longer in the Company’s best interests to qualify as a REIT.

  • Nasdaq Qualification The Shares to be issued shall be duly authorized for listing by Nasdaq, subject to official notice of issuance, to the extent required by the rules of Nasdaq.

  • Organization; Good Standing; Qualification The Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified or registered to do business in each jurisdiction in which the nature of its business or operations requires such qualification or registration.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

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