Subsequent Public Offerings Sample Clauses

Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Common Units, from the date of this Agreement until the Lock-Up Date, the Company shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Common Units or other equity or voting securities of the Company, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Units, (ii) the issuance of Common Units or options to purchase Common Units or phantom Common Units granted pursuant to the Company’s existing long-term incentive plan, (iii) the issuance or sale of Common Units issued or sold in a registered public offering to finance future acquisitions that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) at a price no less than 110% of the Common Unit Price or in a private offering to finance future acquisitions that are accretive to cash flow per Common Unit (or the repayment of indebtedness incurred in connection with such accretive acquisitions) and (iv) the issuance of Common Units as purchase price consideration in connection with future acquisitions that are accretive to cash flow per Common Unit. Notwithstanding the foregoing, the Company shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Units to the Purchasers.
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Subsequent Public Offerings. If any of the Registrable Securities registered pursuant to a Demand Registration other than in connection with an initial Public Offering are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the holders of such securities in writing that in its view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such Registration Statement pursuant to incidental or piggyback registration rights), then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering, and such number of Registrable Securities shall be allocated as follows (unless the underwriters require a different allocation):
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, from the date of this Agreement until the Lock-Up Date, Copano shall not, and shall cause its Subsidiaries not to, grant, issue or sell any membership interests or other equity securities, any securities convertible into or exchangeable for any membership interests or other equity securities, or take any other action that may result in the issuance of any of the foregoing, other than (i) options to purchase Common Units or Subordinated Units granted pursuant to compensation, benefit, severance or similar plans or employment agreements of Copano as in effect on the date of this Agreement, (ii) the issuance or sale of Common Units at a price no less than $33.78 and (iii) the issuance or sale of up to 3.0 million Common Units, provided such Common Units are issued or sold in a registered public offering or private offering to finance the ScissorTail Acquisition. Notwithstanding the foregoing, Copano shall not, and shall cause its Subsidiaries not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Units to the Purchasers.
Sample 1
Subsequent Public Offerings. Without the written consent of PERM, from the date of this Agreement until the consummation of the Third Tranche in accordance with Section 2.3, the Company shall not grant, issue or sell any Common Stock, or other equity or voting securities of the Company (“Company Securities”), any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than the issuance of the Purchased Shares. The Company shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares to PERM.
Sample 1
Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, taken as a whole, prior to the Lock-Up Date, the Partnership shall not grant, issue or sell any Common Units, or other equity or voting securities of the Partnership (“Partnership Securities”), any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (1) the issuance of the Purchased Units, (2) the issuance of awards pursuant to the LTIP or the issuance of Common Units upon the vesting of phantom units or the exercise of options to purchase Common Units, in each case granted pursuant to the LTIP, (3) the issuance of Partnership Securities to finance future accretive acquisitions (or the repayment of indebtedness incurred in connection with such accretive acquisitions), (4) the issuance of Partnership Securities to the General Partner or its Affiliates in connection with the Drop Down, or (5) the issuance of Partnership Securities to the General Partner in order for the General Partner to maintain its 2% general partner interest in the Partnership. Notwithstanding the foregoing, the Partnership shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Units to the Purchasers.
Sample 1
Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Class C Units, from the date of this Agreement until the Lock-Up Date, Regency shall not, and shall cause its Subsidiaries not to, grant, issue or sell any limited partner interests or other equity securities, any securities convertible into or exchangeable for any limited partner interests or other equity securities, or take any other action that may result in the issuance of any of the foregoing, other than (i) the Purchased Class C Units, (ii) options to purchase Common Units and restricted Common Units granted pursuant to compensation, benefit, severance or similar plans or employment agreements of Regency as in effect on the date of this Agreement, and (iii) the issuance of Common Units to finance an accretive acquisition by Regency or one of its Subsidiaries. Notwithstanding the foregoing, Regency shall not, and shall cause its Subsidiaries not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Class C Units in a manner that would require the registration under the Securities Act of the sale of the Purchased Class C Units to the Purchasers.
Sample 1
Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Common Stock, taken as a whole, from the date of this Agreement until the Lock-Up Date, Concho shall not, and shall cause its directors, officers and Affiliates that are under the control of Concho not to, grant, issue or sell any Common Stock or other equity or voting securities of Concho other than officers entering into 10b5-1 trading plans, any securities convertible into or exchangeable therefore or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of the Purchased Common Stock, (ii) the issuance of Awards (as defined in Concho’s Long-Term Incentive Plan) or the issuance of Common Stock upon the exercise of options to purchase Common Stock granted pursuant to Concho’s existing Long-Term Incentive Plan or (iii) pursuant to the Chase Registration Rights Agreement. Notwithstanding the foregoing, Concho shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any security (as defined in the Securities Act) that would be integrated with the sale of the Purchased Common Stock in a manner that would require the registration under the Securities Act of the sale of the Purchased Common Stock to the Purchasers.
Sample 1
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Subsequent Public Offerings. Without the written consent of the holders of a majority of the Purchased Units, taken as a whole, from the date of this Agreement until the Lock-Up Date, Linn Energy shall not, and shall cause its directors, officers and Affiliates not to, grant, issue or sell any Units or other equity or voting securities of Linn Energy, any securities convertible into or exchangeable therefor or take any other action that may result in the issuance of any of the foregoing, other than (i) the issuance of Awards (as defined in Linn Energy’s Long-Term Incentive Plan) or the issuance of Units upon the exercise of options to purchase Units granted pursuant to Linn Energy’s existing (a) Long-Term Incentive Plan or (b) Memorandum of Understanding Regarding Compensation Arrangements for Members of its Board of Directors,
Sample 1

Related to Subsequent Public Offerings

  • 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.

  • 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.

  • 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

  • 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.

  • Periodic Offering 5 Person................................................................5

  • Subsequent Purchases After the Closing Date, until the Purchase and Sale Termination Date, each Receivable and the Related Rights generated by each Originator shall be, and shall be deemed to have been, sold or contributed, as applicable, by such Originator to the Buyer immediately (and without further action) upon the creation of such Receivable.

  • 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.

  • Agreement in Connection with Initial Public Offering The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act, (i) not to (a) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause (a) or (b) is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop-transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the “lock-up” period.

  • 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.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

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