SPECIAL RULES FOR PUBLIC EQUITY OFFERING Sample Clauses

SPECIAL RULES FOR PUBLIC EQUITY OFFERING. If a Public Equity Offering occurs before a Change in Control Transaction, then the Warrant, to the extent theretofore unexercised, will be automatically exercised in full in a Cashless Exercise. If the Public Equity Offering is by the Parent, the Warrant Shares will be Parent Shares. Notwithstanding anything herein to the contrary, the number of Warrant Shares issuable upon such exercise (the "EQUITY OFFERING EXERCISE SHARES") will be determined by subtracting all Dividend Payments (regardless of the recipient thereof), the Preferred Stock Liquidation Payment (regardless of the recipient thereof) and the Issued Warrant Shares Value (regardless of the identity of the holder of the issued Warrant Shares) from the Target Value and dividing that difference (if positive) by the price to the public of a share or other security in the Public Equity Offering. If the Dividend Payments plus the Preferred Stock Liquidation Payment plus the Issued Warrant Shares Value exceeds the Target Value at the time of the Public Equity Offering, the Warrant will not be exercised and will be canceled and of no further effect. In connection with the initial Public Equity Offering of the Company, the Warrantholder may elect, in lieu of automatic exercise of the Warrant for the Equity Offering Exercise Shares, to receive a cash payment (payable by the Company or the Parent or the successor or assignee of either of them) equal to the product of the number of Equity Offering Exercise Shares and the price to the public of a share of or other security in the Public Equity Offering, whereupon the Warrant will be canceled and of no further effect. Election by the Warrantholder of the cash payment right described in the foregoing sentence will require written notice to the Company to that effect at least 30 days before the Public Equity Offering (or, if the Warrantholder has not received at least 35 days prior notice of the Public Equity Offering, within five days of receipt by the Warrantholder of notice of the Public Equity Offering). Neither the Company nor the Parent will have any obligation to repurchase Warrant Shares outstanding prior to the Equity Public Offering. If there has been any Warrant transfer at the time of the Public Equity Offering, the number of Warrant Shares for which such Warrant will be exercisable will be determined by tracing Dividend Payments and the Preferred Stock Liquidation Payment paid or payable on the Series A Preferred Stock oiginally issued with the Wa...
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Related to SPECIAL RULES FOR PUBLIC EQUITY OFFERING

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • 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.

  • 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.

  • International Offerings In the case of an International Offering, you authorize the Manager: (i) to make representations on your behalf as set forth in any Intersyndicate Agreement, and (ii) to purchase or sell for your account pursuant to the Intersyndicate Agreement: (a) Securities, (b) any other securities of the same class and series, or any securities into which the Securities may be converted or for which the Securities may be exchanged or exercised, and (c) any other securities designated in the applicable AAU or applicable Intersyndicate Agreement (the securities referred to in clauses (b) and (c) above being referred to collectively as the “Other Securities”).

  • 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

  • Announcement of Offering The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing, make public its involvement with the Offering.

  • Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).

  • 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.

  • 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.

  • Special Provisions Relating to the Holders of Incentive Distribution Rights Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Articles III and VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, (ii) be entitled to any distributions other than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

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