Subsequent Offering. The exercise or non-exercise of the Tag Along Rights by LLCP with respect to any sale or transfer shall not affect adversely the right of LLCP to exercise the Tag Along Rights with respect to any subsequent sale or transfer.
Subsequent Offering. Notwithstanding anything in Section 1 or 2 above to the contrary, Stockholder may sell Shares in a registered public offering (a "Subsequent Offering") of the Company's Common Stock which is effected for the benefit of the Company after the closing of the Offering; provided that the total number of Shares that Stockholder may sell in a Subsequent Offering shall not exceed fifteen percent (15%) of the Shares beneficially owned by Stockholder on the effective date of the Subsequent Offering.
Subsequent Offering. The parties agree that, subsequent to the Closing, the Company shall offer the right to participate in a financing on substantially the same terms as those contained herein with an aggregate additional amount up to $4,442,600 as may be appropriate or necessary for the Company to comply with any contractual preemptive rights binding the Company (the “Subsequent Offering”). The parties agree that, prior to the closing of the Subsequent Offering, this Agreement, the Note (provided that the dollar amount thereof will not be reduced), the Warrant and all other documents contemplated hereby shall be amended pursuant to modifications drafted by counsel to the Lender (subject to the Company’s approval) to account for and accommodate any other lenders participating in the Subsequent Offering and to provide that the lender(s) of a majority of the total consideration paid in the offering contemplated hereby and the Subsequent Offering shall control all elections hereunder and thereunder (including without limitation the conversion of the promissory notes and exercise of the warrants, but excluding individual holder’s rights to elect into which class of the Company’s preferred stock a note or warrant will be converted or exercised and excluding the respective rights of holders in respect of the underlying preferred stock, once outstanding, which shall be governed by the Company’s Amended and Restated Certificate of Incorporation, as amended, and such contractual obligations undertaken by such holders, if any). The parties agree that the closing of the Subsequent Offering will take place no later than March 15, 2004. If such offering does not close by such date, this Agreement, the Note, the Warrant and any other documents contemplated hereby shall continue in effect and no subsequent modifications shall be made thereto.
Subsequent Offering. The Company will consider to propose to carry out a subsequent share offering of new ordinary shares in the Company (the "Subsequent Offering") directed at eligible shareholders in the Company as of 11 April 2019, as registered in the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as of 15 April 2019, who were not allocated Offer Shares in the Private Placement. Eligible shareholders will receive non-tradable subscription rights which will make them eligible to participate in the Subsequent Offering. Allocation criteria: The allocation will be made at the discretion of the Board in consultation with the Joint Bookrunners. The Board will focus on criteria such as (but not limited to) current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. No allocation will be made for less than the NOK equivalent of EUR 100,000, unless applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations are, available. Target market: Non-professional, professional and eligible counterparties. Negative target market: An investment in the Offer Shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile. Conditions for completion: The issue of Offer Shares is subject to (i) the corporate resolutions of the Company required to implement the issue of the Offer Shares, including approval by the Board to carry out the Private Placement, and (ii) final irrevocable agreement to acquire BOA Galatea and BOA Thalassa or their holding companies by the Company or positive bondholders resolution in relation to the acquisition of BOA Galatea and BOA Thalassa by the Company (collectively, the "Conditions"). In the event that the Conditions have not been satisfied by 31 May 2019, the Private Placement will be cancelled. The Private Placement may be cancelled by the Company in its sole discretion. Neither the Managers nor the Company will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Subsequent Offering. For a period of one year from the date hereof, to the extent that the Company engages in a subsequent registered offering (“Seasoned Offering”), the Investors shall have the right to participate pro rata in such offering up to the amount of the aggregate purchase price of the units purchased hereunder to be apportioned among the Investors based upon the purchase price of each Investor of Units as follows:
a. At least five (5) business days before the closing of any Seasoned Offering, the Company shall provide the Investors with written notice of any Seasoned Offering, along with a copy of the term sheet therefor (“Notice”).
Subsequent Offering. If all Company Shares referred to in the Company Notice are not elected to be purchased as provided in this Section 2 or if for any reason any Investor that had elected to purchase such Company Shares does not timely consummate such purchase, then the Company may, on the Company Shares Closing Date or during the ninety (90)-day period following the Company Shares Closing Date, sell such unsubscribed Company Shares to any person or persons at a price not less, and upon terms no more favorable to the purchasers of such securities, than those specified in the Company Notice. If the Company has not sold all of the Company Shares within such ninety (90)-day period, then this Section 2 participation right shall be revived and such Company Shares shall not be offered unless first reoffered to the Stockholders in accordance with this Section 2.
Subsequent Offering. 16 ARTICLE VII
Subsequent Offering. The Company agrees that without the prior written consent of each of the Purchasers, it will not issue additional shares of the Series B Convertible Preferred Stock at a price per share less than $31.40 or on terms more favorable to the purchasers of such additional shares than the terms contemplated hereby and by the Certificate of Designation.
Subsequent Offering. The parties agree that, subsequent to the Closing, the Company shall offer the right to participate in a financing on substantially the same terms as those contained herein with an aggregate additional amount up to Three Hundred Thirty Two Thousand, Nine Hundred Forty Five Dollars 12/100 ($332,945.12) as may be appropriate or necessary for the Company to comply with any contractual preemptive rights binding the Company (the “Subsequent Offering”). The parties agree that, prior to the closing of the Subsequent Offering, this Agreement, the Note (provided that the dollar amount thereof will not be reduced), the Warrant and all other documents contemplated hereby may be amended or supplemented by separate agreements drafted by counsel to the Lender (subject to the Company’s approval) to account for and accommodate any other lenders participating in the Subsequent Offering. The parties agree that the closing of the Subsequent Offering will take place no later than January 16, 2006. If such offering does not close by such date, this Agreement, the Note, the Warrant and any other documents contemplated hereby shall continue in effect and, except as provided in the following sentence, no subsequent modifications shall be made thereto.
Subsequent Offering. (a) From the date hereof until the date that is the nine (9) months of the Closing Date, without the consent of the Purchasers that received at least fifty-one (51%) percent of Common Stock or Common Stock underlying the Securities being issued hereunder, neither the Company nor any subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, or file any registration statement covering the issuance or resale of any shares of Common Stock or Common Stock Equivalents at an effective price per share of Common Stock less than $0.02 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement).
(b) Notwithstanding the foregoing, clause (a) of this Section 4.4 shall not apply in respect of an Exempt Issuance.
