Sale in Public Offering Sample Clauses

Sale in Public Offering. Share sold in a Public ----- ----------------------- Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), where: (w) "Adjusted Purchase Number" means the remainder determined by subtracting the Publicly-Sold Stock from the Purchase Number, (x) "Publicly-Sold Stock" means the total number of shares of Common Stock previously sold by the respective Management Investor in a public offering, and (z) "Adjusted Cost Price Percentage" means (1) 20% multiplied by the number of years elapsed from July 29, 1994 for the Original Management Investors, and (2) 33 1/3% multiplied by the number of years elapsed from the "Closing Date" specified on Schedule II with respect to the respective New Management Investors.
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Sale in Public Offering. Common Stock sold pursuant to an effective registration statement under the Securities Act will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price for the Common Stock, the Option Purchase Price for the Common Stock
Sample 1
Sale in Public Offering. Shares sold in a Public ----------------------- Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal: (a) the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), plus (b) the Adjusted Book Value Price multiplied by ---- the product of the Adjusted Book Value Price Percentage and the Adjusted Purchase Number, less (c) the product of the Publicly-Sold stock (as hereinafter ---- defined) and the Adjusted Book Value Price, where: (w) "Publicly-Sold Stock" means the total number of shares of Common Stock previously sold by the respective Management Investor in a public offering, (x) "Adjusted Purchase Number" means the sum of the Purchase Number and the Publicly-Sold Stock, (y) "Adjusted Book Value Price Percentage" means 20% multiplied by the number of full years elapsed since the Closing Date, and (z) "Adjusted Cost Price Percentage" means 100% minus the Adjusted Book Value Price Percentage. Notwithstanding the foregoing, the Option Purchase Price at all times shall equal or exceed the product of the Adjusted Cost Price and the Purchase Number.
Sample 1
Sale in Public Offering. Incentive Securities sold in a Public Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Incentive Securities not sold in such offering.
Sample 1
Sale in Public Offering. Common Stock sold in a Public Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Common Stock not sold in such offering. If less than all of a Management Investor's shares of Common Stock are sold in such an offering, for purposes of any subsequent calculation hereunder of Option Purchase Price, the Option Purchase Price shall equal the sum of (x), (y) and (z), where:
Sample 1
Sale in Public Offering. Nothing herein shall prevent any Management Stockholder from selling Shares or Options in any Public Offering to which the provisions of Section 6 are applicable; provided, however, that (i) if less than all of such Management Stockholder's Shares are sold in such offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price for Shares shall equal: (a) the Adjusted Cost Price multiplied by the product of the applicable Adjusted Cost Price percentage and the Adjusted Purchase Number (as defined below), plus (b) the Adjusted Book Value Price multiplied by the product of the applicable Adjusted Book Value Price percentage
Sample 1
Sale in Public Offering. Incentive Securities sold in a ----------------------- Public Offering will be sold free of the restrictions contained in this Article VI, but this Article VI shall continue to apply in accordance with its terms to all Incentive Securities not sold in such offering. If less than all of a Management Investor's Incentive Securities are sold in such an offering, for purposes of any subsequent calculation hereunder of the Option Purchase Price, the Option Purchase Price shall equal: (a) the Adjusted Cost Price multiplied by the product of the Adjusted Cost Price Percentage and the Adjusted Purchase Number (as hereinafter defined), plus (b) the Adjusted Net Earnings Cost Price multiplied by the product of the Adjusted Net Earnings Cost Price Percentage and the Adjusted Purchase Number, less (c) the product of the Publicly-Sold Stock (as hereinafter defined) and the Adjusted Net Earnings Cost Price, where: (w) "Publicly-Sold Stock" means the total number of shares of Incentive Securities previously sold by the respective Management Investor in a public offering, (x) "Adjusted Purchase Number" means the sum of the Purchase Number and the Publicly-Sold Stock, (y) "Adjusted Net Earnings Cost Price Percentage" means 20% multiplied by the number of full years elapsed since the Closing Date, and (z) "Adjusted Cost Price Percentage" means 100% minus the Adjusted Net Earnings Cost Price Percentage. Notwithstanding the foregoing, the Option Purchase Price at all times shall equal or exceed the product of the Adjusted Cost Price and the Purchase Number.
Sample 1
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Related to Sale in Public Offering

  • 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.

  • 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.

  • 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 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.

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

  • Registration Statement and Prospectus; Public Offering The Company has prepared or will prepare in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission (the "SEC") a Registration Statement on Form SB-1 (No. 333-86830), including a preliminary prospectus relating to the Shares, and has filed or will file with the SEC the Registration Statement (as hereinafter defined) and such amendments thereof as may have been required to the date of this agreement. The Company has delivered to the Underwriter copies of such Registration Statement (including all amendments thereof) and the related preliminary prospectuses. The term "preliminary prospectus" as used herein means any preliminary prospectus (as described in Rule 430 of the Rules) relating to the Shares included at any time as a part of the Registration Statement. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant the Rules, including Rule 424(b), Rule 430A and Rule 434, is called the "Registration Statement." The term "Prospectus" means the prospectus relating to the Shares in the form first used to confirm sales of the Shares (whether such Prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the SEC pursuant to Rule 424(b) of the Rules). The Company understands that the Underwriter proposes to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this agreement as the Underwriter deems advisable. The Company hereby confirms that the Underwriter and subagents have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriter).

  • Public Offering of the Offered Securities The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Securities as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

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