Excluded Offering definition

Excluded Offering means (a) an offering relating solely to dividend reinvestment plans or stock option or other employee benefit plans, (b) any merger, consolidation or acquisition, (c) any exchange or tender offer, whether with existing security holders of ATC or any other Person, or (d) a firm underwritten offering relating solely to convertible securities or units consisting of securities senior to Common Stock and warrants, options and rights to acquire Common Stock in which the managing underwriters shall have objected to the inclusion of any Registrable Securities.

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Excluded Offering means any registration requested by Waha AC Coöperatief U.A. pursuant to the Waha Registration Rights Agreement.

Excluded Offering has the meaning ascribed to such term in Section 3.5(e).

Examples of Excluded Offering in a sentence

By example, if during Phase I-A the Company has issued to the Purchaser 100,000 shares at US$0.30 per share for US$30,000, and then the Company issues during Phase I-A shares at US$0.20 per share other than in an Excluded Offering, the Company would issue an additional 50,000 shares to the Purchaser (US$30,000/US$0.20 = 150,000 shares, less 100,000 shares).
Notwithstanding the foregoing, ▇▇▇▇▇▇▇▇▇▇ shall not be entitled to any fee for any proceeds received from any Excluded Offering.
Other than a registration statement registering the sale of the Excluded Offering Securities, the Company shall not file any other registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6.4.1 shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.
Out of the proceeds of each Closing, other than in an Excluded Offering, the Company also agrees to pay ▇▇▇▇▇▇▇▇▇▇ a non-accountable expense allowance of the greater of (a) 1% of the gross proceeds raised in such Offering and (b) $50,000 (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement).
Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and the Excluded Offering Securities.

More Definitions of Excluded Offering

Excluded Offering means any registration requested by American International Group, Inc. or any Investor (as defined in the AIG Registration Rights Agreement) pursuant to the AIG Registration Rights Agreement.

Excluded Offering means any registered public offering of Ordinary Shares effected pursuant to the terms of Section 9 of this Agreement in which any member of the Investor Group sells any of such member’s Ordinary Shares.

Excluded Offering means a public offering of Company Shares (or securities convertible into, or exchangeable or exercisable for Company Shares, or which have voting rights or participation features with Company Shares) (i) pursuant to any stock purchase plan, dividend reinvestment plan, stock ownership plan, or stock option or equity compensation or incentive plan or other similar plan where stock is being offered or issued, directly or indirectly, to or for the benefit of any employees, potential employees, officers, directors, agents or consultants of the Company and/or its subsidiaries, or (ii) made as consideration pursuant to an acquisition or business combination (whether a merger, consolidation, share exchange or otherwise), a partnership or joint venture or strategic alliance or investment by the Company or similar non-capital raising transaction (but not an offering to raise capital or monies to pay the purchase consideration for such an acquisition).

Excluded Offering means: (i) the issuance of Common Stock pursuant to options, warrants or convertible securities outstanding on the date of this Agreement; and (ii) the sale of Common Stock upon the exercise of options or warrants issued after the date of this Agreement principally for compensatory purposes.

Excluded Offering means: (a) the IPO, and (b) an offering of securities by the Company: (i) in connection with any employee stock option or other benefit plan; (ii) in connection with a dividend reinvestment plan; (iii) that are convertible into equity securities of the Company.

Excluded Offering means (i) the Company's initial public offering of equity securities, (ii) the Initial Public Offering (if different from the offering referred to in clause (i)) and (iii) any offering of securities on Form S-4 or Form S8, or any successor form, under the Securities Act.

Excluded Offering means any offering, issuance or sale by the Borrower after the Closing Date of: (a) securities issued upon any conversion or exercise of any other security in accordance with the terms thereof, or (b) securities issued (i) to directors, officers, employees, or consultants of the Borrower in connection with their service as directors of the Borrower, their employment by the Borrower or their retention as consultants by the Borrower and not for the primary purpose of raising capital, (ii) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Borrower) relating to the operation of the Borrower’s business and not for the primary purpose of raising capital, (iii) in connection with a transaction in which the Borrower, directly or indirectly, acquires another business or its tangible or intangible assets, or (iv) to lenders as equity incentives in connection with debt financings of the Borrower, in each case where such transactions have been approved by the Board.