Proposed Public Offering Clause Samples

Proposed Public Offering. Purchaser shall use its best efforts ------------------------ to cause the registration statement relating to the Proposed Public Offering to be declared effective by the Commission prior to the Termination Date.

Proposed Public Offering. MPTG shall have entered into a letter of intent for a public offering from which MPTG will realize gross proceeds of approximately $8,000,000.

Proposed Public Offering. The Company currently contemplates a proposed Public Offering of 1,600,000 shares of its Common Stock. The Company expects that immediately prior to the closing of such Public Offering the Company will issue approximately 1,600,000 shares of its Common Stock in exchange for all of the issued and outstanding shares of the capital stock of KatCorp and T-KAT and all of the partnership interests in ▇▇▇ and after such issuance the Company will have issued and outstanding approximately 2,400,000 shares of its Common Stock; so that, therefore, immediately after the closing of such Public Offering the Company will have outstanding approximately 4,000,000 shares of its Common Stock. The Company further expects that no other shares of any class of the Company's equity securities will be outstanding immediately after the closing of such Public Offering.

Proposed Public Offering. The Holders understand that ------------------------ various underwriters (the "UNDERWRITERS"), which may include Barington Capital Group, L.P. and Value Investing Partners, Inc., propose to enter into an Underwriting Agreement (the "UNDERWRITING AGREEMENT") with the Company providing for the purchase by the Underwriters of shares (the "SHARES") of Common Stock and that the Underwriters propose to offer the Shares to the public. The Holders further understand that the proposed sale of such Shares is the subject of a Registration Statement on Form S-1 which has been filed with the Securities and Exchange Commission and which will include a form of preliminary prospectus to be used in offering such Shares to the public. The Holders hereby irrevocably agree that without the prior written consent of Barington Capital Group, L.P., on behalf of the Underwriters, or any other lead underwriter the Company elects to use in lieu thereof ("BARINGTON"), which consent may be withheld in Barington's sole discretion, the Holders will not offer to sell, contract to sell, sell, distribute, grant any option to purchase, pledge, hypothecate, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or any securities into which shares of the Company's Common Stock are converted in connection with any reincorporation merger or any securities convertible into or exerciseable or exchangeable for any such securities, for a period of 24 months after the date of the final prospectus relating to the offering of the Shares to the public by the Underwriters ("FINAL PROSPECTUS") except for the exercise by the Holders of outstanding options granted by the Company or pursuant to any options granted or to be granted pursuant to employee stock option plans (but not the sale, distribution, pledge, hypothecation or other disposition of Common Stock received upon such exercise). After such period, any such securities owned by a Holder may be sold without restriction hereunder, subject to applicable securities laws and regulations. Notwithstanding the foregoing, (i) each Holder may sell shares of any such securities commencing 12 months after the date of the Final Prospectus in the event the closing price of the Common Stock on NASDAQ has been at least 200% of the initial public offering price per share of Common Stock for a period of 20 consecutive trading days ending within five...