The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Pfizer in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:
(a) The Company shall file the IPO Registration Statement, and such amendments or supplements thereto, as may be necessary in order to cause the same to become and remain effective as required by the Equity Underwriting Agreement, the Commission and applicable Law, including federal, state or foreign securities Laws. The Company shall also cooperate in preparing, filing with the Commission and causing to become effective a registration statement registering the Class A Common Stock under the Exchange Act, and any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement and the Ancillary Agreements.
(b) The Company shall enter into the Equity Underwriting Agreement, in form and substance reasonably satisfactory to Pfizer and shall comply with their respective obligations thereunder.
(c) The Company shall use its commercially reasonable efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO.
(d) The Company shall participate in the preparation of materials and presentations as any of Pfizer, the Debt-for-Equity Exchange Parties, and the Equity Underwriters shall deem necessary or desirable in connection with the IPO.
(e) The Company will cooperate in all respects with Pfizer, the Debt-for-Equity Exchange Parties and the Equity Underwriters in connection with the pricing of the Class A Common Stock to be issued in the IPO and the timing of the IPO and will, at any such party’s request, promptly take any and all actions necessary or desirable to consummate the IPO as contemplated by the IPO Registration Statement and the Equity Underwriting Agreement.
(f) The Company shall prepare, file and use its commercially reasonable efforts to seek to make effective an application for listing of the Class A Common Stock issued in the IPO on the [—].
The IPO. The Company shall cooperate with, and take all actions reasonably requested by, Cellectis in connection with the IPO. In furtherance thereof, to the extent not undertaken and completed prior to the execution of this Agreement:
(a) The Company shall file such amendments or supplements to the IPO Registration Statement as may be necessary in order to cause the same to remain effective as required by the underwriting agreement for the IPO. The Company shall also prepare, file with the Commission and cause to become effective any registration statements or amendments thereof that are required to reflect the establishment of, or amendments to, any employee benefit and other plans necessary or appropriate in connection with the IPO or the other transactions contemplated by this Agreement or the Ancillary Agreements.
(b) The Company shall use its best efforts to take all such action as may be necessary or appropriate under state securities and blue sky laws of the United States (and any comparable Laws under any foreign jurisdictions) in connection with the IPO; provided that the Company shall not be required to qualify as a foreign corporation in any state or jurisdiction or consent to service of process in any state or jurisdiction other than with respect to claims arising out of the IPO.
The IPO. The LLC and the Corporation shall use their commercially reasonable efforts to consummate the IPO.
The IPO. BMS and MJN shall use their commercially reasonable efforts to consummate the IPO.
The IPO. Section 2.1 Efforts..........................................................6 Section 2.2 Formation of the Corporation.....................................7 Section 2.3 Post-IPO Ownership...............................................8 Section 2.4 Certificate of Incorporation and Bylaws..........................8 ARTICLE III EXECUTION OF AGREEMENTS; PRIMARY VEHICLE
The IPO. 6.1 It is the intention of UPC and the Company that the IPO is consummated on or prior to October 1, 2001, and that UPC and the Company will use their reasonable endeavours to effect the IPO. The Shareholders shall have no remedy or claim against UPC or the Company (or against any of UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) of any kind whatsoever if such IPO is not effected on or prior to October 1, 2001 other than the exercise of their UPC Stock Purchase Option as set out in Article 7 below (and except for remedies which may be available to the Shareholders in the case of a willful breach of contract under this Agreement or in case of gross negligence or willful misconduct). The Shareholder hereby irrevocably and unconditionally waives any such right or claim against UPC or the Company (or UPC's or the Company's supervisory directors, managing directors, officers, employees or agents) for UPC's or the Company's failure to consummate the IPO, except as set forth above.
6.2 If and when an IPO is effected and it is determined by UPC and the Company together with the Sponsor that existing shares in the Company will be offered for sale as part of such IPO:
(a) the Shareholder shall have the right to offer, on the same terms as those agreed pursuant to a shareholders' vote at a General Meeting, all the Company Shares or, in case the IPO only concerns a portion of the then existing ordinary shares in the Company, excluding the Escrow Shares (as defined in the Escrow Agreement), the Shareholder shall be entitled to include in the IPO such portion of the Company Shares pro rata with the portion of existing ordinary shares in the Company which is offered for sale through the IPO, subject always to the provisions of Article 6.3; and
(b) the Shareholder shall do all things required or appropriate to effect the IPO in accordance with the relevant resolutions made at the General Meeting and in accordance with the rules of the Stock Exchange and/or other stock exchange at which the ordinary shares in the Company will be listed.
6.3 If in the judgement of the Sponsor, in consultation with the management board of the Company, the total number of shares of the Company proposed to be offered in the IPO exceeds that which could be sold in then current market conditions without an adverse effect on the pricing of such shares, then the Sponsor shall limit the total number of existing shares to be included in the IPO. All ...
The IPO. Subject to the terms of the Underwriting Agreement, Xxxxxxx may, in its sole and absolute discretion, determine the terms of the IPO, including the form, structure and terms of any transaction(s) and/or offering(s) to effect the IPO and the timing and conditions to the consummation of the IPO. In addition, subject to the terms of the Underwriting Agreement, Xxxxxxx may, at any time and from time to time until the consummation of the IPO, modify or change the terms of the IPO, including by accelerating or delaying the timing of the consummation of all or part of, or terminating, the IPO.
The IPO. (a) Odetics and Iteris shall use their reasonable best efforts to consummate the IPO immediately following the Distribution. Actions required to so consummate the IPO shall include, but shall not necessarily be limited to, those specified in this Section 8.1.
The IPO. The Parties acknowledge and agree that their intention is to cause Broadband Holdings to complete its initial public offering of ordinary shares and a European stock exchange listing and quotation on NASDAQ as soon as practicable following the Closing. The Parties agree to cooperate and use their reasonable commercial efforts to effect such public offering and to obtain and provide as promptly as possible such information, including without limitation financial information relating to the At Home Contributed Assets and At Home Joint Ventures under United States generally accepted accounting principles, as may be necessary or appropriate in connection therewith. With a view to marketing the IPO more effectively, the Parties agree to consider taking appropriate steps prior to the IPO that would dissolve BOC or convert it into a Dutch B.V. that would be treated as a partnership for U.S. federal income tax purposes, provided, that such dissolution or conversion would not adversely -------- affect any Party.
The IPO. (a) The IPO will be managed by Total Produce in consultation with the Steering Committee. Decisions of the Steering Committee will be made by vote of a majority of the full Steering Committee. In the event of a tie vote of the members of the Steering Committee, Total Produce will decide the matter.
(b) Subject to such reasonable requests as may be made by the Total Produce Parties, the C&C Parties will cooperate in the timely preparation and provision of such information and documentation, and shall take such other actions, as are reasonably required by the Total Produce Parties to effect the IPO and to satisfy the IPO Conditions, including the following:
(i) the preparation of the IPO Registration Statement in a manner consistent with Clause 8.6, including financial statements and other financial information required to be included in the IPO Registration Statement;
(ii) the preparation of responses to the SEC, a Qualified Exchange or any other Relevant Authority in connection with the IPO Registration Statement or otherwise relating to the IPO;
(iii) the participation in due diligence sessions and the provision of reasonable access to documents and other information in connection with customary due diligence investigations;
(iv) the receipt by the Underwriters in the IPO of customary accountants’ comfort letters with respect to the financial information included in the IPO Registration Statement;
(v) upon reasonable advance notice and during normal business hours, the participation in a reasonable number of requested and customary meetings, presentations and road shows in connection with the marketing of the IPO; and
(vi) the provision of reasonable assistance (including participating in drafting sessions) with the preparation of marketing materials for the IPO, including investor presentations and similar documents customarily required in connection with initial public offerings.
(c) Total Produce shall retain the right to terminate the IPO at any time in its sole discretion and New Xxxx shall not enter into any binding commitment with the Underwriters in the IPO or other potential purchasers of IPO Shares to give effect to the IPO without the prior written consent of the Total Produce Board.
(d) The Total Produce Board (or a duly authorized pricing committee of directors), in consultation with the Underwriters in the IPO, will determine (i) the offer price in the IPO for a New Xxxx Share (the “IPO Price”) and the range therefor and (ii) the size of the...
