Public Offering of Shares Sample Clauses

Public Offering of Shares. The Underwriters advise the Company that it proposes to make a public offering of Shares as soon after this Agreement has been executed and delivered as in its judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[—] per share (the “Public Offering Price”).
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Public Offering of Shares. The Company is advised by the Underwriter that it proposes to make a public offering of Shares as soon after this Underwriting Agreement has been executed and delivered as in its 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 the Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[____]a share, to certain brokers and dealers.
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Public Offering of Shares. The Company is advised by the Representative that the several Underwriters propose to make a public offering of Shares as soon after this Agreement has been executed and delivered as in their judgment is advisable. The Company is further advised by the Underwriter that the Shares are to be offered to the public initially at $_____ per share and to certain dealers selected by the Underwriters at a price that represents a concession not in excess of $_____ per share from the public offering price, and that the Underwriters may allow, and such dealers may reallow, a concession not in excess of $_____ per share, to certain brokers and dealers.
Sample 1
Public Offering of Shares. The Company is advised by the Representatives that the several Underwriters propose to make a public offering of Shares as soon after this Agreement has been executed and delivered as in their judgment is advisable. The Company is further advised by the Representatives that the Shares are to be offered to the public initially at $9.96 per share and to certain dealers selected by the Underwriters at a price that represents a concession not in excess of $0.26892 per share from the public offering price, and that the Underwriters may allow, and such dealers may reallow, a concession not in excess of $0.10 per share, to certain brokers and dealers.
Sample 1
Public Offering of Shares. The sale of the Shares to the public is to be made, as herein provided, as soon after the Registration Statement (as defined in the Underwriting Agreement) becomes effective as is advisable in the judgment of the Representatives. The purchase price to be paid by the Underwriters for the Shares and the initial public offering price are to be determined by agreement between the Representatives and the Company. The Shares shall be first offered to the public at the initial public offering price as so determined (the "Initial Public Offering Price"). The Representatives will advise us by telegram, telex, facsimile transmission or other written form of communication (electronic or otherwise) or orally by telephone of the date on which the Shares shall be released for offering, the date on which the Registration Statement shall become effective and the price at which the Shares are initially to be offered. We agree not to sell any of the Shares until the Representatives have released the Shares for that purpose. We authorize the Representatives, after the initial public offering, to change the public offering price, the concession and the reallowance if, in the discretion of the Representatives, such action becomes desirable by reason of changes in
Sample 1
Public Offering of Shares. The sale of the Shares to the public is to be made, as herein provided, as soon after the registration statement relating to the Shares becomes effective as in your judgement is advisable. The purchase price to be paid by the Underwriters for the Shares and the public offering price are to be determined by agreement between you and the Company. You will advise us by telegraph or telephone when the Shares shall be released for offering, when the registration statement relating to the Shares shall become effective and the price at which the Shares are initially to be offered. We agree not to sell any of the Shares until you have released them for that purpose. We authorize you, after the initial public offering, to change the public offering price, the concession and the re-allowance if, in your sole discretion, such action becomes desirable by reason of changes in general market conditions or otherwise. As used herein, the terms "Registration Statement, "Preliminary Prospectus" and "Prospectus" shall have the meanings ascribed thereto in the Underwriting Agreement. The public offering price at the time in effect is herein called the "Offering Price." After notice from you that the Shares are released for public sale, we will offer to the public in conformity with the provisions hereof and with the terms of offering set forth in the Prospectus such of our Shares as you advise us are not reserved. We agree not to offer or sell any of the Shares to persons over whose accounts we exercise investment discretion without their specific advance consent.
Sample 1
Public Offering of Shares. 10.1. As of the 11th month this Agreement is in effect and while this Agreement remains in effect, any of the Parties may require the administration of the Company to cause it to make all the arrangements needed to realize a secondary public offering of a number of shares owned by Grupo CB (of any type or class) reported to the Company together with the request, when presented by Grupo CB, and the secondary public offering provided for herein shall be realized together with a primary public offering of a number of new shares to be issued by the Company, representing at least 10% of its total capital immediately after the public offering provided for in this Clause 10.1 (the “Public Offering”), it falling to GPA to define this effective percentage. 10.1.1. Any public offering of the Company, particularly as provided in Clause 10.1 above, shall be previously communicated to Grupo CB (the “Public Offering Notice”), and the Company shall supply all the documentation and information needed to Grupo CB, such that it may decide if it will participate (binding its shares) in such offering, and any refusal by Grupo CB to participate in the public offering shall only be considered if realized in writing, within 15 days of receipt of the Public Offering Notice (the “Formal Refusal”). 10.1.2. Subject to the provision in Clause 10.1 above and the liquidity objective of Grupo CB, it shall fall to the Company to define the class or type of shares, or units, as applicable, for the Public Offering, and Grupo CB shall have the right to convert, at any time, its shares into the class to be offered in the Public Offering. After the definition of the class or type of shares or units, as applicable, all the other offerings shall be of the same class of shares or units. 10.1.3. For the purposes of the Public Offering, the Company shall cause to be included in its bylaws: (i) that the sale of Control of the Company shall be contracted under the condition precedent or subsequent in which the buyer obligates itself to effect a tender offer for the shares of the other shareholders of the Company, such that they are assured an amount of at least 80% of the amount offered by the third-party buyer to the Controlling shareholders that have sold their shares; (ii) that any and all disputes be resolved through arbitration; (iii) that the preferred shares have a right to vote that is restricted to the transformation or merger of the Company; (iv) that the Company’s Board of Directors be co...
Sample 1
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Public Offering of Shares. If the Board at any time pursuant to Clause 4.2 resolves to seek a public offering of the Ordinary Shares of the Company, each Shareholder shall: (a) cooperate fully with, and procure that any Permitted Transferee to which it has transferred Shares cooperate fully with the Company and its financial and other advisers in order to achieve such public offering; (b) agree with the other Parties (and procure that any such Permitted Transferee agrees) such amendments to or termination of this Agreement and to the Articles as are determined by the Board to be reasonably necessary in order to achieve such public offering or as are required by any internationally recognized exchange and/or relevant regulatory authority as a condition of such public offering; provided, however, that no Shareholder shall be thereby required to agree to any such amendment which shall have the effect of imposing upon it an obligation to contribute a greater amount of capital (whether in cash or in kind) than it is already obliged to contribute; and (c) procure the Company to allow all Shareholders to participate in such public offering and obtain a listing for shares held by it in proportion to other Shareholders.
Sample 1
Public Offering of Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.
Sample 1

Related to Public Offering of Shares

  • OFFERING OF SHARES (a) NLD shall have the right to buy from the Funds the Shares needed to fill unconditional orders for Shares of the Funds placed with NLD by investors or selected dealers or selected agents (each as defined in Section 12 hereof) acting as agent for their customers’ or on their own behalf. Alternatively, NLD may act as the Funds’ agent, to offer, and to solicit offers to subscribe to, Shares of the Funds. (b) The price that NLD shall pay for Shares purchased from the Funds shall be the NAV used in determining the Public Offering Price on which the orders are based. Shares purchased by NLD are to be resold by NLD to investors at the respective Public Offering Price(s), or to selected dealers or selected agents acting in accordance with the terms of selected dealer or selected agent agreements described in Section 12 of this Agreement. The Funds will advise NLD of the NAV(s) each time that it is determined by the Funds, or its designated agent, and at such other times as NLD may reasonably request. (c) NLD will promptly forward all orders and subscriptions to the Funds or its designated agent. All orders and all subscriptions shall be directed to the Funds for acceptance and shall not be binding until accepted by the Funds. Any order or subscription may be rejected by the Funds; provided, however, that the Funds will not arbitrarily or without reasonable cause refuse to accept or confirm orders or subscriptions for the purchase of Shares. The Funds or its designated agent will confirm orders and subscriptions upon their receipt, will make appropriate book entries and, upon receipt by the Funds or its designated agent of payment therefore, will issue such Shares in uncertificated form pursuant to the instructions of NLD. NLD agrees to cause such payment and such instructions to be delivered promptly to the Funds or its designated agent. (d) The Funds reserve the right to suspend the offering of Shares of the Funds at any time in the absolute discretion of the Board, and upon notice of such suspension NLD shall cease to offer Shares of the Funds specified in the notice. (e) No Shares shall be offered by either NLD or the Funds under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Funds if and so long as the effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the Securities Act, or if and so long as a current Prospectus, as required by Section 10(b) of the Securities Act, as amended, is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way limit the Funds’ obligation to repurchase Shares from any shareholder in accordance with the provisions of the Fund's Organizational Documents or the Prospectus applicable to the Shares.

  • Public Offering of the Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Securities The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Securities as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Public Offering of the Notes The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after the Execution Time as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • 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.

  • 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.

  • Listing of Shares The Company hereby agrees to use commercially reasonable best efforts to maintain the listing or quotation of the ADSs, and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and/or ADSs on such Trading Markets and promptly secure the listing of all of the ADSs and Shares on such Trading Markets. The Company further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then include in such application all of the ADSs, Shares, and will take such other action as is necessary to cause all of the ADSs, Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a Trading Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Registration of Shares The Issuer agrees that it will take all action necessary to register shares under the 1933 Act (subject to the necessary approval of its shareholders) so that there will be available for sale the number of shares Distributors may reasonably be expected to sell. The Issuer shall make available to Distributors such number of copies of its currently effective Prospectus and Statement of Additional Information as Distributors may reasonably request. The Issuer shall furnish to Distributors copies of all information, financial statements and other papers which Distributors may reasonably request for use in connection with the distribution of shares of the Issuer.

  • 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.

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