The Rights Offering Sample Clauses

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock and each holder of warrants issued December 22, 2017, shall receive one Right for each share of Common Stock held of record at the close of business on May 9, 2018 (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one (1) Rights Share and 284 Rights Warrants for each Right held (the “Basic Subscription Right”). Rights may only be exercised for whole Right Shares and Rights Warrants; no fractional securities will be issued in the Rights Offering. (b) The Rights will not trade or be listed for quotation on any exchange or service, and shall be non-transferable. (c) Any holder of Rights who fully exercises all Basic Subscription Rights issued to such holder is entitled to subscribe for Units which were not otherwise subscribed for by others pursuant to their Basic Subscription Rights (the “Over-Subscription Right”). The Over-Subscription Right shall allow a holder of a Right to subscribe for an additional amount of Units above the amount which such holder was otherwise entitled to subscribe. Units acquired pursuant to the Over-Subscription Right are subject to allotment, as more fully discussed in the Prospectus (as defined herein). (d) The Rights will expire at 5:00 p.m., New York City time, on May 24, 2018 (the “Expiration Date”). The Company shall have the right to extend the Expiration Date in its sole discretion. Any Rights not exercised on or before the Expiration Date will expire worthless without any payment to the holders of unexercised Rights. (e) All funds from the exercise of Basic Subscription Rights and Over-Subscription Rights will be deposited with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), as subscription agent (in this context, the “Subscription Agent”), and held in a segregated account with the Subscription Agent pending a final determination of the number of Rights Shares and Rights Warrants to be issued pursuant to the exercise of Basic Subscription Rights and Over-Subscription Rights. The Company may conduct a closing of the Rights Offering (a “Closing”) at its sole discretion at any time following the Expiration Date.

The Rights Offering. Following the Closing, the Company will commence a rights offering providing holders of record of the Common Stock as of the close of business on the Business Day immediately preceding the Closing Date with the right to purchase Common Stock at the same price per share paid by the Investor. The rights will be transferable and will provide for the purchase of up to $20,000,000 of Common Stock by such existing shareholders.

The Rights Offering. (a) As promptly as practicable after the date of this Agreement, but in no event later than one (1) Business Day following the date of this Agreement, the Company shall (i) prepare and file with the SEC the Proxy Statement and (ii) prepare and file with the SEC a registration statement on Form S-11 (including each amendment and supplement thereto, the “Registration Statement”), covering the issuance of the Rights and the Common Stock issuable upon exercise of the Rights in the Rights Offering. The Company shall not permit any securities to be included in the Registration Statement other than the Rights and the Common Stock issuable upon exercise of the Rights in the Rights Offering. The Registration Statement (including all pre-effective and post-effective amendments) and the Proxy Statement (and any amendment) shall be provided to the Investors and their counsel prior to its filing with the SEC, and the Investors and their counsel shall be given a reasonable opportunity to review and comment on such documents prior to their being filed with the SEC. The Company shall duly consider in good faith any comments of the Investors and their counsel to the Registration Statement and the Proxy Statement. (b) The Investors shall provide to the Company such information as the Company may reasonably request in connection with the preparation and filing of the Registration Statement. At the time such information is provided and at the respective times the Registration Statement and any post-effective amendments thereto become effective, no such information provided by the Investors shall include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (c) The Company shall use its reasonable best efforts to have the Registration Statement declared effective by the SEC as promptly as practicable after such filing. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Acquired Shares and the other transactions contemplated by this Agreement will be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or blue sky laws. (d) If at any time prior to the expiration of the Rights Offering any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include an unt...

The Rights Offering. (a) The Company shall commence, administer and consummate the Rights Offering in accordance with the Plan and the related disclosure statement, which disclosure statement (as the same may be amended, supplemented or modified from time to time) shall be consistent with the Plan and reasonably acceptable to the Requisite Investors (the “Disclosure Statement”), it being understood that the form of the draft Disclosure Statement dated February 5, 2010, delivered to the Investors is acceptable to them. (b) As settlement for certain rights described in the Plan, based on their Eligible Claims as of the Effective Date, subject to this Section 2(b), the shares of Holdco Common Stock issued to Oaktree and Apollo or any Affiliates thereof that own Eligible Claims under the Plan shall in the aggregate represent, after giving effect to the Rights Offering but subject to dilution from the Specified Securities, a percentage of the Holdco Common Stock issued under the Plan that is not less than the Minimum Oaktree/Apollo Equity Threshold. If the Minimum Oaktree/Apollo Equity Threshold is not met, the Company shall reduce, in accordance with the Plan, the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan in the amount necessary to allow the Minimum Oaktree/Apollo Equity Threshold to be reached, and such Units (allocated as among the Investors as may be determined by Oaktree and Apollo) shall be deemed “Residual Units” hereunder; provided, that, the Company shall not reduce the Units issuable to holders of Eligible Claims (other than the Investors and their Affiliates) that elect to exercise Rights under the Plan by more than 90%. (c) Notwithstanding anything in the Plan to the contrary, the Company and the Investors agree that the number of shares of Holdco Common Stock and principal amount of IntermediateCo Notes that the Investors or their Affiliates may elect to receive pursuant to the Rights Offering shall not be subject to the Minimum Ownership Cutback under Section 7 of the Plan. (d) If the transactions contemplated by this Equity Commitment Agreement are consummated, the Company shall pay to the Oaktree Manager and the Investors set forth on Schedule 2(d) hereto (or such Affiliates or third parties as such Persons may designate) on the Closing Date a fee (the “Structuring and Arrangement Fee”) equal to 3.5% of the Maximum Rights Offering Amount. If this Equity Commitment Agreeme...

The Rights Offering. Great Elm Capital Group, Inc., a Delaware corporation (the "Company"), proposes to distribute non-transferable rights (the “Rights”) to subscribe for and purchase, at the election of the holders of the Rights (the “Rights Holders”), an aggregate of approximately 12,271,000 shares (the “Rights Shares”), of its common stock, par value $0.001 per share (the “Common Stock”), to the holders of record of its Common Stock at 5:00 p.m., Eastern Time, on October 13, 2016 at a subscription price of $3.6672 per whole share (the “Rights Offering”). Each Right consists of a subscription privilege allowing the Rights Holders to purchase 1.2962 shares of Common Stock. Each Rights Holder that fully exercises all of its Rights will have an over-subscription privilege that entitles such Rights Holder to subscribe for additional Rights Shares at the same subscription price per full Right Share if any Rights Shares are not subscribed as of the expiration date by other Rights Holders pursuant to their Rights. It is anticipated that the Rights will be exercisable for a period of 19 days (starting on October 13, 2016 and ending on November 1, 2016), unless extended by the Company (the “Subscription Period”). The terms and the conditions of the Rights Offering are set forth in the Prospectus (as defined herein) to be used in connection with the Rights Offering. The Rights and the Rights Shares are collectively referred to herein as the “New Securities.” This Dealer Manager Agreement, as amended, supplemented or modified from time to time is referred to herein as this “Agreement.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 as amended on Form S-1 (File No. 333-213620) pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), which has been declared effective by the Commission. For purposes of this Agreement, the term “Registration Statement” at any particular time means the Company's Registration Statement on Form S-3 as amended on Form S-1 (File No. 333-213620), including any amendment thereto, the Prospectus, any documents incorporated by reference therein and all financial schedules and exhibits thereto. The terms “effective date” and “effective” refer to the date the Commission declares the Registration Statement effective pursuant to Section 8 of the Securities Act.

The Rights Offering. The Rights Offering will be conducted as follows: (a) Subject to the terms and conditions of this Agreement (including Bankruptcy Court approval), the Company hereby undertakes to offer Shares for subscription by holders of Rights as set forth in this Agreement. (b) In connection with the Amended Plan the Company shall issue Rights to purchase 72,900,000 Shares in the aggregate. Each Eligible Holder as of the Record Date will receive a Right to purchase up to its Pro Rata share of 72,900,000 Shares. The ballot form(s) (the “Ballots”) distributed in connection with the solicitation of acceptance of the Amended Plan shall provide a place whereby each Eligible Holder may exercise its Right. The Rights may be exercised during a period (the “Rights Exercise Period”) specified in the Amended Plan, which period will commence on the date the Ballots are distributed and will end at the Expiration Time. For the purposes of this Agreement, the “Expiration Time” means 5:00 p.m. New York City time on the 20th calendar day (or if such day is not a Business Day, the next Business Day) after the date the Ballots are distributed under the Amended Plan, or such later date as the Company, subject to the approval of the Investor (which shall not be unreasonably withheld) and the reasonable consent of the other Amended Plan Proponents, may specify in a notice provided to the Investor before 9:00 a.m. New York City time on the Business Day before the then-effective Expiration Time. For the purposes of this Agreement, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close. Subject to the approval of this Agreement by the Bankruptcy Court, the Amended Plan shall provide that in order to exercise a Right, each Eligible Holder shall, prior to the Expiration Time, (i) return a duly executed Ballot to the Subscription Agent (as defined below) and (ii) pay an amount equal to the full purchase price of the number of shares of New Common Stock elected to be purchased by such Eligible Holder by wire transfer of immediately available funds reasonably in advance of the date on which the hearing to confirm the Amended Plan is scheduled to commence (the “Confirmation Hearing”) to an escrow account established for the Rights Offering.

The Rights Offering. (a) The Company proposes to undertake the Rights Offering pursuant to which each holder of Common Stock, the Other Warrants, and USATW Warrants shall receive one Right for each share of Common Stock, the Other Warrants, or USATW Warrants held of record at the close of business on the record date of the Rights Offering (the “Record Date”). Holders of Rights will be entitled to subscribe for and purchase, at the Subscription Price, one share of Common Stock and one USATZ Warrant for every Right granted to such holder on the Record Date. (b) The Rights are non-transferrable and will not be quoted on any market. (c) The Rights will expire at 5:00 p.m., New York City time, on the tenth business day following the commencement of the Rights Offering subscription period (the “Expiration Date”). The Company shall have the right to extend the Expiration Date for up to an additional 30 trading days in its sole discretion. (d) All funds from the exercise of Rights will be deposited with American Stock Transfer & Trust Company, LLC, as the subscription agent (the “Subscription Agent”) and held in a segregated account with the Subscription Agent pending a final determination of the number of shares of Common Stock and USATZ Warrants to be issued pursuant to the exercise of Rights. As soon as is practicable, the Company shall conduct a closing of the Rights Offering (a “Closing”). In no event will the Company raise more than an aggregate of $12,000,000 in the Initial Offering and the Rights Offering (e) If the Company does not receive aggregate gross proceeds of $12,000,000 in the Initial Offering and the Rights Offering, the Company reserves the right to offer any unsold shares of Common Stock and USATZ Warrants to the public at the Subscription Price, all as more fully described in the Rights Offering Registration Statement (the “Follow-On Offering”).

The Rights Offering. ATLANTIC shall distribute as a dividend to each holder of record of ATLANTIC Common Shares, as of the close of business on the ATLANTIC Shareholders' Approval Record Date, rights to purchase ATLANTIC Common Shares entitling such holder to subscribe for and purchase ATLANTIC Common Shares during the period commencing on the date the ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of ATLANTIC Common Shares upon exercise of such rights shall be registered under the ATLANTIC Registration Statement and ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the ATLANTIC Common Shares are listed. Each holder of ATLANTIC Common Shares shall receive one (1) right for every one (1) ATLANTIC Common Share held of record by such holder as of the ATLANTIC Shareholders' Approval Record Date. The exercise price per ATLANTIC Common Share for such rights shall be equal to the amount determined by the ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an ATLANTIC Common Share is more than $25.8633, then the exercise price per ATLANTIC Common Share shall be $25.8633; and provided, further, that the exercise price per ATLANTIC Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of an ATLANTIC Common Share. ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding ATLANTIC Common Shares owned by SCG on the ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) ATLANTIC Common Share by paying the exercise price as determined above and surrendering that number of rights (rounded down to the nearest whole right) equal to the amount determined by dividing the aggregate number of ATLANTIC Common Shares outstanding on the ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that...

The Rights Offering. 2.1 In accordance with the terms and conditions of this Agreement, the Company agrees to make the Rights Offering and issue Rights to the holders of its outstanding Shares on the Record Date and Glencore agrees to exercise its Basic Subscription Right in full and has informed the Company that it has yet to determine whether or not it will exercise its Additional Subscription Privilege, and shall subscribe for the Standby Shares in accordance with the provisions of Schedule 2. 2.2 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger Section 4 of the Purchase Warrants which will require the exercise prices in the Purchase Warrants to be adjusted in accordance with the formulae set forth in Section 4(c) of the Purchase Warrants. 2.3 Glencore and the Company hereby acknowledge that the completion of the Rights Offering will trigger Section 12 in the Exchange Warrant which will require the exercise prices in the Exchange Warrants to be adjusted in accordance with the formulae set forth in Section 12(d) of the Exchange Warrant. 2.4 Glencore waives the provisions of paragraphs 11, 12, and 13 of the Subscription Agreement dated November 12, 2010 between the Company and Glencore (as confirmed by paragraph 13 of the Subscription Agreement dated November 30, 2011 between the Company and Glencore) with respect to the issue of the Rights Offering Securities, provided that the waiver contemplated by this Section 2.4 shall be revoked upon (x) termination of this Agreement or (y) the Company has committed a material breach of this Agreement. 2.5 The Company confirms that the application of the Rights Plan has been waived by the Board of Directors of the Company in connection with the Rights Offering and the issue of the Rights Offering Securities to Glencore.

The Rights Offering. Following the First Closing (as defined in the Anchor Investment Agreement), the Company will commence a rights offering providing holders of record of the Common Stock on the day prior to the Closing Date with the right to invest in Common Stock at the same price per share paid by the Anchor Investors and CapGen. The rights will be non-transferable and will provide for the purchase of a maximum of $20.0 million of Common Stock by such existing stockholders.