Examples of Company Offeror in a sentence
Notwithstanding the consummation of a Qualified IPO effected by a Company Offeror (other than the Company), the rights to Distributions and allocations set forth in Article VI, in a Qualified IPO structured as an “UP-C”, the exculpation and indemnification rights and obligations of the Company and the Members set forth in Article XII and the amendment provisions set forth in Article XIII shall each survive such Qualified IPO and continue to apply to the Units under this Agreement.
Each Member (or, as applicable, the equityholders of such Members) shall not Transfer any securities of the Company or a Company Offeror for a period commencing on the date marketing commences with respect to a Qualified IPO and ending not more than one hundred eighty (180) days following the closing of such Qualified IPO.
The registration rights agreement shall provide that each of (i) Viking, so long as the Investor Member Sell-Down Event in respect of Viking has not occurred and (ii) Patient Square, so long as the Investor Member Sell-Down Event in respect of Patient Square has not occurred), shall, in each case, have the right to demand that the Company or applicable Company Offeror register the resale of all or a part of their securities (a “Demand Registration”), subject to customary limitations.
Fractional shares of common stock of a Company Offeror issuable pursuant to a Conversion Transaction or upon exchange of Units for shares of a Company Offeror shall be rounded, cashed out or aggregated and sold in connection with such Qualified IPO in an equitable manner, as determined by the Board.
Upon any exchange of Class A Units (and Class B Units, if applicable) for shares of capital stock of such Company Offeror, such Units shall no longer be subject to the terms of this Agreement and shall instead become subject to the terms of the certificate of incorporation and bylaws of such Company Offeror.