Registered Public Offerings Sample Clauses

Registered Public Offerings. In the event that any Offer Notice delivered by the Trust pursuant to Section 3(c) or Section 3(d) relates to a proposed transfer of Shares by the Trust pursuant to an Offering, the price per Share at which the Restricted Stockholder shall be entitled to purchase any or all of such shares shall be the Offer Price. The Trust’s offer to the Restricted Stockholder relating to an Offering shall remain open for five (5) Business Days after the delivery of the Offer Notice specifying the Offer Price. If the Restricted Stockholder does not accept the Trust’s offer prior to 5:00 p.m. New York City time on the fifth (5th) Business Day after the Trust’s delivery of the Offer Notice to the Restricted Stockholder, (i) the Restricted Stockholder shall be deemed to have rejected the Trust’s offer, and (ii) the Trust shall have the next ninety (90) Business Days (commencing the Business Day after receipt of such actual or deemed rejection) in which to effect the Offering. If the Restricted Stockholder exercises its rights under Section 3(d) to participate as a transferring stockholder in the proposed Offering, the number of the Restricted Stockholder’s shares entitled to participate in the contemplated Offering shall, at its option, be up to the percentage of the Shares contemplated to be sold in the Offering equal to (i) the number of Shares owned by the Restricted Stockholder divided by (ii) the total number of Shares owned by the Stockholder Parties. For example, assuming that the Trust held 30,000,000 Shares and the Restricted Stockholder held 20,000,000 shares, if the Trust were to propose an Offering of 20,000,000 shares, and if the Restricted Stockholder elected to participate fully, it would be permitted to sell in the Offering 40% of the Shares to be sold in the Offering, or 8,000,000 Shares, and the Trust would be permitted to sell in the Offering the balance, or 12,000,000 Shares.

Registered Public Offerings. To the extent that any shareholder of Skype (the “Initiating Shareholder”) delivers notice to the Partnership of its demand or piggyback registration rights to register its Securities in an Initial Public Offering pursuant to Section 6.1 or Section 6.2 of the Shareholders Agreement, the General Partner shall promptly provide written notice to each Limited Partner of the proposed Initial Public Offering, setting forth all of the principal terms and conditions of the proposed Initial Public Offering and including the relevant information (including the expected price range or minimum price per Security to be sold in such proposed Initial Public Offering) set forth in any notice with respect thereto issued pursuant to the Shareholders Agreement. Each Limited Partner shall have ten (10) days from the effective date of such notice (or such shorter period reasonably specified by the General Partner based on the period of time specified by the Initiating Shareholder but in any event no less than two (2) Business Days) (the “IPO Acceptance Period”) within which to provide written notice (the “IPO Acceptance Notice”) to the General Partner to include all or a portion of such Limited Partner’s Pro Rata Portion of the Partnership’s Securities in the Initial Public Offering. Following the expiry of the IPO Acceptance Period, to the extent permitted by the underwriters acting in relation to any such Initial Public Offering (which Skype shall make a good faith reasonable effort to obtain), the General Partner shall cause the Partnership to exercise its registration rights under the Shareholders Agreement to sell the same portion (the “IPO Transferring Portion”) of its Securities as the Initiating Shareholder is selling in such offering (except to the extent any Limited Partner(s) do not timely and validly return a IPO Acceptance Notice to include the entire Pro Rata Portion(s) of such Limited Partner(s) and only to the extent permitted by, and as adjusted to the extent required to comply with, applicable law, the terms and conditions of the Shareholders Agreement and the articles of association of Skype, and as adjusted to ensure the Partnership does not own ordinary shares of Skype (and no Limited Partner holds Partnership Units) other than in an exact multiple of the number of classes of ordinary shares of Skype then outstanding, in each case as determined, and except as waived, by the General Partner in its good faith discretion), subject to the terms of the Sharehol...

Registered Public Offerings. If --------------------------- Chrysalis issues and sells Common Stock in a registered public offering (other than a registration on Form S-8 or any similar or successor form thereto, relating to an employee or director stock option, stock purchase or other benefit plan or on Form S-4 or any similar or successive form thereto relating to any business combination) (a "Public Offering"), the Investor shall have, at its option, either (i) the registration rights set forth in Section 7 of this Agreement or (ii) the right to purchase the Investor's pro rata share (or any part thereof) of the publicly-offered Common Stock (the "Offered Common Stock") on the same terms as contained in the registration statement relating to such Common Stock; provided, however -------- ------- the issuance of such shares of Common Stock to Investor as contemplated hereby pursuant to this Section 6(a)(ii) may be effected by Chrysalis in compliance with any applicable regulatory requirements, including, without limitation, the rules and regulations under the federal or state securities laws and promulgated by the National Association of Securities Dealers. The Investor's pro rata share of the Offered Common Stock will be a fraction of the Offered Common Stock, of which the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) held by the Investor on the date of the Chrysalis Notice (as defined in Section 6.2) (the "Notice Date") shall be the numerator and the total number of shares of Common Stock issued and outstanding on the Notice Date shall be the denominator.

Related to Registered Public Offerings

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.
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.
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 (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such
Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares 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 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 any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.
Registered Offerings In the case of an Offering that will be registered in whole or in part (a “Registered Offering”) under the 1933 Act, you acknowledge that the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus relating to the Securities. “Registration Statement” means such registration statement as amended to the effective date of the Underwriting Agreement and, in the event that the Issuer files an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) or 462(e) under the 1933 Act, such abbreviated registration statement. “Prospectus” means the prospectus, together with the final prospectus supplement, if any, containing the final terms of the Securities and, in the case of a Registered Offering that is an International Offering, “Prospectus” means, collectively, each prospectus or offering circular, together with each final prospectus supplement or final offering circular supplement, if any, relating to the Offering, in the respective forms containing the final terms of the Securities. “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering and, in the case of a Registered Offering that is an International Offering, “Preliminary Prospectus” means, collectively, each preliminary prospectus or preliminary offering circular relating to the Offering or each preliminary prospectus supplement or preliminary offering circular supplement, together with a prospectus or offering circular, respectively, relating to the Offering. “Free Writing Prospectus” means, in the case of a Registered Offering, a “free writing prospectus” as defined in Rule 405 under the 1933 Act. As used herein the terms “Registration Statement,” “Prospectus,” “Preliminary Prospectus,” and “Free Writing Prospectus” will include in each case the material, if any, incorporated by reference therein, and as used herein, the term “Registration Statement” includes information deemed to be part thereof pursuant to, and as of the date and time specified in, Rules 430A, 430B, or 430C under the 1933 Act, while the terms “Prospectus” and “Preliminary Prospectus” include information deemed to be a part thereof pursuant to the rules and regulations under the 1933 Act, but only as of the actual time that information is first used or filed with the Commission pursuant to Rule 424(b) under the 1933 Act. The Manager will furnish, make available to you, or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each Prospectus and Preliminary Prospectus (as amended or supplemented, if applicable, but excluding, for this purpose, unless otherwise required pursuant to rules or regulations under the 1933 Act, documents incorporated therein by reference) as soon as practicable after sufficient quantities thereof have been made available by the Issuer.
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.
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.
Non-Registered Offerings In the case of an Offering other than a Registered Offering, you acknowledge that no registration statement has been filed with the Commission. “Offering Circular” means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. “Preliminary Offering Circular” means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).
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.

Registered Public Offerings Sample Clauses

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