Public Offerings. Until the Junior Preferred Payment shall have occurred, a Majority in Interest of the Junior Preferred Members shall have the right to appoint one of the global coordinators (who shall also serve as lead book-running managers) (the “Global Coordinators”) for each Public Offering occurring prior thereto, and the AIG Member shall have the right to appoint one of the Global Coordinators, and after prior consultations with the Preferred Members, any additional Global Coordinators and book runners for each such Public Offering. The additional book runners, if any, shall report to the Global Coordinators who shall be responsible on a joint basis for overseeing the book runners and determining their compensation and allocations and all other important matters for which lead underwriters are customarily responsible in public offerings of securities of this type.
Public Offerings. Except as otherwise provided in this Agreement, the Board of Directors shall have sole and complete discretion in determining the terms and conditions of the offer and sale of Shares and are hereby authorized and directed to do all things which the Board of Directors deems to be necessary, convenient, appropriate and advisable in connection therewith, including the preparation of the Company’s Offering Memorandum, the preparation and filing of a Registration Statement with the Commission and the securities commissioners (or similar agencies or officers) of such jurisdictions as the Board of Directors shall determine, and the execution or performance of agreements with selling agents and others concerning the marketing of the Shares, all on such basis and upon such terms as the Board of Directors shall determine.
Public Offerings. From the date hereof until such time as the AIA/ALICO Preferred Redemption shall have occurred with respect to both SPVs, (a) the Rights Holder shall have the right to appoint one of the global coordinators (which shall also serve as lead book-running managers) (the “Global Coordinators”) for each Public Offering, and (b) AIG shall have the right to appoint (i) one of the Global Coordinators and (ii) after prior consultation with the AIA/ALICO Preferred Members, any additional Global Coordinators and book runners for each Public Offering. The additional book runners, if any, shall report to the Global Coordinators, who shall be responsible on a joint basis for overseeing the book runners and determining their compensation, allocations and all other important matters for which lead underwriters are customarily responsible in public offerings of securities of the applicable type.
Public Offerings. Shareholders may not participate in any underwritten public offering, unless they agree to sell their shares on the basis provided in the underwriting arrangements and comply with the covenants and agreements contained in such underwriting agreement. - All Shareholders shall maintain the confidentiality of information made available in connection with their investment in the Company.
Public Offerings. In the event of a public offering, Xxxxx will have the right of first refusal to act as lead or co-underwriter. Xxxxx will work with the Company to manage the process of identifying, evaluating and selecting any other underwriters. Xxxxx will prepare a comprehensive letter of intent for the proposed transaction that will be provided to Recom and will supplement the terms of this Agreement. If Xxxxx is not selected as the lead manager in a public offering, Xxxxx will use its best efforts to ensure that Xxxxx receives at least 50% of the share allocation and 50% of the total underwriting fees.
Public Offerings. If, at any time following the Closing and ending on the fifth (5th) anniversary of the Closing, and for so long as the Lead Investor (1) holds at least [**]% of the Securities purchased by the Lead Investor as of the Closing Date and (2) purchases at least [**]% of the maximum amount of New Securities it is permitted to purchase pursuant to this Section 4.12, the Company or any of its Subsidiaries makes a public offering of New Securities (for clarity, meaning any offering that is registered under the Securities Act or in a marketed “Rule 144A” offering of debt securities to accredited investors), the Company will instruct the underwriter(s) or placement agent(s) in such offering to contact Lead Investor about such offering no later than one Business Day prior to the pricing of such offering (provided that in the case of any such public offering Lead Investor will not purchase more than its Pro Rata Allocation of such new securities. If such outreach concerning such proposed public offering would constitute material non-public information (as defined under the applicable securities laws), the Company will instruct the underwriter(s) to contact only the individuals identified on the Lead Investor’s signature page hereto, and shall not communicate the information to anyone else acting on behalf of the Lead Investor without the consent of one of the designated individuals.
Public Offerings. Equity Interests in Franchisee and Franchisee's Principals may be offered, only with the prior written consent of Franchisor, which consent shall not be unreasonably withheld. Such approval will be subject to the following:
(a) All registration materials required for such offering by federal or state law shall be submitted to Franchisor for review prior to their being filed with any government agency;
(b) No offering material (for either a public or private offering) shall express or imply (by use of the Proprietary Marks or otherwise) that Franchisor is participating in an underwriting, issuance or public offering of Franchisee, Franchisee's Principals, or Franchisor securities. Franchisor may, at its option, require such offering materials to contain a written statement prescribed by Franchisor concerning the limitations described in the preceding sentence;
(c) Franchisee, Franchisee's Principals and the other participants in the registration and offering must fully indemnify Franchisor in connection with the offering;
(d) For each proposed public offering, other than offerings which are exempt from registration, Franchisee shall pay to Franchisor a non-refundable fee of Ten Thousand and no/100 Dollars ($10,000.00) or such greater amount as is necessary to reimburse Franchisor for its reasonable costs and expenses associated with reviewing the proposed offering, including, without. limitation, legal and accounting fees;
(e) Franchisor's receipt of a legal opinion from counsel satisfactory to Franchisor stating (a) that the offering materials and the conduct of the securities offering comply in all material respects with the laws of the applicable Territory Segment from which an offer of securities originates or into which an offer of securities is directed, and (b) that neither the conduct nor consummation of the securities offering will result in a violation of any anti-terrorism or anti- money laundering laws.
Public Offerings. Upon the closing of an underwritten public ---------------- offering by XXX.xxx of its common stock registered under the Securities Act of 1933, this Section 8 shall automatically terminate and be of no further force and effect.
Public Offerings. Notwithstanding anything to the contrary contained in this Agreement, if NSAM Parent determines in its good faith judgment that it would be detrimental to NSAM Parent or any of its Affiliates for the Company to file a registration statement in connection with a Public Offering because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction of NSAM Parent or its Affiliates; (b) require premature disclosure of material information that NSAM Parent or any of its Affiliates has a bona fide business purpose for preserving as confidential; or (c) render NSAM Parent or any of its Affiliates unable to comply with requirements under the Securities Act or Exchange Act, then NSAM Parent shall have the right, exercisable not more than once every twelve (12) calendar months, to cause the Company to defer taking action with respect to such filing for a period of up to ninety (90) days, and the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period unless such filing or registration is expressly required by law.
Public Offerings. Any Stockholder may sell all or any part of the Common Stock or Common Stock Equivalents held by it, him or her pursuant to a registered public offering of such Common Stock or Common Stock Equivalents, subject to the terms of Section 5.
