Common use of Public Offerings of Shares of Common Stock Clause in Contracts

Public Offerings of Shares of Common Stock. Notwithstanding anything to the contrary set forth herein, (i) IBGI shall not be obligated to effect any purchase of IBG LLC Shares unless and until IBGI has consummated a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in Redemption Requests or a Mandatory Redemption Notice, as applicable, and (ii) unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBG Holdings shall not be obligated to effect any redemption of IBG Holdings Shares unless and until IBG Holdings has received from IBGI the cash consideration for the purchase of the applicable IBG LLC Shares. IBGI’s commercially reasonable efforts to consummate a Public Offering shall include without limitation providing, and causing its subsidiaries to provide, necessary and appropriate road show support for such Public Offering.

Appears in 5 contracts

Samples: Exchange Agreement (Interactive Brokers Group, Inc.), Exchange Agreement (IBG Holdings LLC), Exchange Agreement (Interactive Brokers Group, Inc.)

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Public Offerings of Shares of Common Stock. Notwithstanding anything to the contrary set forth herein, (i) IBGI shall not be obligated to effect any purchase of IBG LLC Shares unless and until until, as applicable, (x) IBGI has consummated a Public Offering of a number of shares of Common Stock (adjusted per Section 5.1) approximately equal to the aggregate number of IBG Holdings Shares specified in a Redemption Requests Request or a Mandatory Redemption Notice, as applicable, or (y) IBGI is authorized to issue shares of Common Stock approximately equal to the aggregate number of IBG Holdings Shares specified in a Redemption Request or a Mandatory Redemption Notice, as applicable, which are registered and freely tradable and IBGI is permitted to issue such shares to IBG Holdings consistent with existing law, including the SEC “seasoned issuer” rules and (ii) unless otherwise determined by IBGI, IBG LLC and IBG Holdings that the redemption of IBG Holdings Shares will be funded as provided in Section 4.3(c), IBG Holdings shall not be obligated to effect any redemption of IBG Holdings Shares unless and until IBG Holdings has received from IBGI the cash consideration for the purchase of the applicable IBG LLC SharesShares or shares of freely tradable and registered Common Stock, as the case may be. IBGI’s commercially reasonable efforts (as applicable) to consummate a Public Offering shall include without limitation providing, and causing its subsidiaries to provide, necessary and appropriate road show support for such Public Offering.

Appears in 1 contract

Samples: Exchange Agreement (Interactive Brokers Group, Inc.)

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