Public Offering or Sale of the Company Sample Clauses

Public Offering or Sale of the Company. If the Company purchases Class C Interests from a Class C Interest Holder pursuant to the terms of Section 3.8(d) or 3.8(e) and the Company consummates a Public Offering or a Sale of the Company within 180 days thereafter, and the implied or realized value of a Class C Interest (had it been held by the former Class C Interest Holder as of the sale) upon such an event exceeds the Call Price or the Put Price, as applicable, then the Company shall pay to each former Class C Interest Holder who sold such Class C Interests pursuant to Section 3.8(d) or 3.8(e) an amount in cash equal to the difference between the aggregate of such implied or realized value and the Call Price in connection with a sale under Section 3.8(e), or an amount in cash equal to the difference between 75% of the aggregate of such implied or realized value and the Put Price, in connection with a sale under Section 3.8(d), as applicable.
Sample 1Sample 2
AutoNDA by SimpleDocs
Public Offering or Sale of the Company. After compliance with the requirements of Section 2.4, the following provisions shall apply: At any time and from time to time, so long as ValueAct Capital's Ownership Percentage is greater than or equal to 50%, ValueAct Capital shall have the right, by delivery of a written notice to the Company and Centerbridge (the "Public Offering Notice"), to demand that the Company consummate a Public Offering and each Investor will cooperate and use its respective reasonable commercial efforts to facilitate the consummation of such Public Offering, including, but not limited to, taking, facilitating or observing the applicable actions and obligations set forth in the Registration Rights Agreement and other matters, provided that at the time of the pricing of such Public Offering and after giving pro forma effect thereto, the Return Conditions (as defined in Schedule 2.2(b) of the Supplement and Disclosure Letter) are satisfied. Notwithstanding the foregoing, ValueAct Capital shall have the right to deliver (but not the right to consummate a Public Offering) a Public Offering Notice if it believes, in good faith and after consultation with Centerbridge, that based upon then current market conditions, it is reasonably likely that the Return Conditions will be satisfied upon the consummation of such Public Offering. In connection with and in order to facilitate a Public Offering, each Investor agrees to take all such action as is necessary, including the voting of all shares of Securities owned by such Person in order to effectuate (i) any amendments to the Company's certificate of incorporation regarding the number of shares of the Company's authorized capital stock, (ii) any proposal to effect a stock split of the Common Stock, and any amendments to the Company's certificate of incorporation, to the extent reasonably requested by the Company or ValueAct Capital in connection with such offering, (iii) any other amendments to the Company's certificate of incorporation and bylaws as are customary for a company which is to engage in an initial public offering of its common stock and which is reasonably requested by the managing underwriters or by ValueAct Capital in order to expedite or facilitate the disposition of the Common Stock in connection with such offering, and (iv) the entering into of any contract, agreement or commitment reasonably necessary in order to effectuate any of the matters contemplated by this Section 2.2. Following the first anniversary of the clos...
Sample 1
Public Offering or Sale of the Company. The following provisions shall apply:
Sample 1

Related to Public Offering or Sale of the Company

  • 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.

  • 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

  • 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.

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • 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.

  • Registration of the Common Stock The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall 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 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the 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,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, 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 subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

  • 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.

  • Registration of the Company’s Securities Subject to the terms of this Agreement, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than a Holder) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities (except for Exempt Registrations), the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within fifteen (15) days after delivery of such notice, the Company shall use its reasonable best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company, all upon the terms and conditions set forth herein.

Time is Money Join Law Insider Premium to draft better contracts faster.