Reorganization; Public Offering Sample Clauses

Reorganization; Public Offering. (a) The Board shall have the sole and exclusive right, power and privilege to reorganize the Company into one or more different entities or forms (collectively, the “New Entities”), subject to applicable law and the restrictions below. Any action taken by the Board under this Section 4.3(a) shall be final and binding on the Securityholders. The securities of the New Entities issued in exchange for Securities shall not be transferable to any greater degree than Securities held subject to this Agreement and all such new securities of the New Entities shall be subject to all restrictions provided herein or in any Manager Equity Agreement as if such newly issued securities in the New Entities were Securities. Each Securityholder shall execute all documents (including amendments to this Agreement and any Manager Equity Agreement), and take any and all actions reasonably necessary or advisable, in the reasonable discretion of the Board, to permit the Board to reorganize the Company into the New Entities pursuant to the terms of this Section 4.3(a), such actions to include contributions of Shares to New Entities, execution of consents for a recapitalization of the Company or to the assignment of Company assets to New Entities, and/or approval of a merger or consolidation of the Company with New Entities, provided such reorganization does not adversely affect such Securityholder in any material respect or in any manner that is proportionally different from any holder of any class, series or other security or instrument held by such Person.
Sample 1Sample 2
AutoNDA by SimpleDocs
Reorganization; Public Offering. (a) The Board shall have the sole and exclusive right, power and privilege to reorganize the Company into one or more different entities or forms (collectively, the “New Entities”). Any action taken by the Board under this Section 8.7 shall be final and binding on all Members. The securities of the New Entities issued in exchange for Units shall not be transferable to any greater degree than Units held subject to this Agreement and all such new securities of the New Entities shall be subject to all restrictions provided herein or in any Restricted Unit Grant Agreement as if such new securities were Units. Each Member shall execute all documents (including amendments to this Agreement and any Restricted Unit Grant Agreement), and take any and all actions reasonably necessary or advisable, in the discretion of the Board, to permit the Board to reorganize the Company into the New Entities pursuant to the terms of this Section 8.7, such actions to include contributions of Units to New Entities, execution of consents for recapitalization of the Company or to the assignment of Company assets to New Entities, or approval of a merger and/or consolidation of the Company with New Entities.
Sample 1

Related to Reorganization; Public Offering

  • 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.

  • 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.

  • Reorganization Securities If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

  • 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.

  • 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.

  • Reorganization, etc To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security or debt instrument of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security or debt instrument held in the Trust;

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Qualified Public Offering The term “Qualified Public Offering” means a firm commitment underwritten public offering with gross proceeds to the Corporation of at least US$10,000,000 (prior to any payment of any underwriter discounts and commissions) pursuant to a registration statement filed under the U.S. Securities Act.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

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