Redemption Following a Qualified Public Offering Sample Clauses

Redemption Following a Qualified Public Offering. (a) If there occurs a Qualified Public Offering (the date of closing of such event being a "Qualified Public Offering Date"), then the Company shall notify all holders of the Notes in writing, and the Company, within thirty days after the Qualified Public Offering Date, shall either (i) redeem (a "Qualified Public Offering Redemption") all of the Notes at a purchase price in cash equal to 100% of the principal amount of the Notes plus accrued interest, if any, to the Redemption Date (which Redemption Date shall be no earlier than 30 days nor later than 60 days after the Qualified Public Offering Date), or (ii) convert (a "Qualified Public Offering Conversion") all of the Notes into new converted notes (the "Converted Notes") in a principal amount equal to 100% of the outstanding principal amount of the Notes having the terms described in clause (d) below. The determination of whether to redeem the Notes for cash or convert the Notes into Converted Notes shall be made by the Company in its sole discretion. (b) If, following a Qualified Public Offering, the Company elects to make a Qualified Public Offering Redemption, the Company shall deliver written notice to the holders of the Notes in accordance with, and shall follow the procedures set forth in, Subsection 6.5 of this Agreement. Upon receipt of written notice of a Qualified Public Offering Redemption, each holder of Notes shall have 20 days to elect to exercise its rights under Section 6.8 of this Agreement, and to the extent any holder of Notes shall not elect to exercise its rights under Section 6.8 within such 20 day period, the rights of such holder under Section 6.8 shall terminate. (c) If, following a Qualified Public Offering, the Company elects to make a Qualified Public Offering Conversion, promptly, and in any event within 30 days, after the Qualified Public Offering Date, the Company shall send by first-class mail to each holder of Notes, a written notice stating that, pursuant to this Subsection 6.7: (i) a Qualified Public Offering has occurred and the Company has elected to convert all of the Notes into Converted Notes having a stated principal amount equal to 100% of the principal amount thereof; (ii) the conversion date (which shall be the 90th day after the Qualified Public Offering Date) (the "Conversion Date") and the Stated Maturity of the Converted Notes; (iii) the Applicable Converted Note Rate as of the date of such notice; and (iv) all instructions and materials necessary to tend...
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Related to Redemption Following a Qualified Public Offering

  • 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.

  • 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.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option 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 Option is not subject to the supervision of the local securities authorities.

  • Payment of Deferred Underwriting Commission on Business Combination Upon the consummation of the Company’s initial Business Combination, the Company agrees that it will cause the Trustee to pay the Deferred Underwriting Commission directly from the Trust Account to the Underwriters, in accordance with Section 1.3.

  • 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.

  • Optional Redemption upon Equity Offerings At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

  • CDSCs Related to the Redemption of Non-Omnibus Commission Shares CDSCs in respect of the redemption of Non-Omnibus Commission Shares shall be allocated to the Distributor or a Successor Distributor depending upon whether the related redeemed Commission Share is attributable to the Distributor or such Successor Distributor, as the case may be, in accordance with Part I above.

  • Trading of the Public Securities on the Nasdaq Capital Market As of the Effective Date and the Closing Date, the Public Securities will have been authorized for listing on the Nasdaq Capital Market and no proceedings have been instituted or threatened which would effect, and no event or circumstance has occurred as of the Effective Date which is reasonably likely to effect, the listing of the Public Securities on the Nasdaq Capital Market.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s 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.

  • 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.

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