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. Reverse Split

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...

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 XXX 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.

Related to Proposed Public Offering

Qualified Public Offering The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.
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.
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.
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.
Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable 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.
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).
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.
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.

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