Exempt Offerings definition

Exempt Offerings means (i) an issuance of awards of Equity Securities (“Awards”) to an employee pursuant to any plan or arrangement approved by the Board, or a duly authorized subcommittee of the Board, or the issuance of Equity Securities upon the exercise or conversion of any such Awards, (ii) an issuance of Equity Securities pursuant to an exercise or conversion of any Equity Securities with respect to which preemptive rights were provided at the time such Equity Securities were issued (or the issuance of which was itself an Exempt Offering), (iii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities and Board, or (iv) Equity Securities issued in consideration of a bona fide acquisition by the Company or any of its Subsidiaries, joint venture or other strategic transaction that was approved by the Board.
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Exempt Offerings means (i) an issuance of awards of Equity Securities (“Awards”) to an employee pursuant to any plan or arrangement approved by the Board, or a duly authorized subcommittee of the Board, or the issuance of Equity Securities upon the exercise or conversion of any such Awards, (ii) an issuance of Equity Securities pursuant to an exercise or conversion of any Equity Securities with respect to which preemptive rights were provided at the time such Equity Securities were issued (or the issuance of which was itself an Exempt Offering), (iii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities approved by the Board, (iv) an issuance of Common Stock or CS Equivalent Stock in connection with the Exchange Agreement, (v) Equity Securities issued as consideration in a bona fide acquisition by the Company or any of its Subsidiaries, joint venture or other strategic transaction that was approved by the Board or (vi) an issuance of Common Stock in connection with the conversion of CS Equivalent Stock pursuant to the Certificate of Designations.
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Exempt Offerings means (i) the issuance of Awards or the issuance of Equity Securities upon the exercise or conversion of any such Awards (at no time to exceed 10% of the aggregate issued and outstanding Equity Securities), (ii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the
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Examples of Exempt Offerings in a sentence

  • The rights granted under this Section 7(j) shall not apply to Exempt Offerings.


More Definitions of Exempt Offerings

Exempt Offerings means (i) the issuance of Awards or the issuance of Equity Securities upon the exercise or conversion of any such Awards (at no time to exceed [610%] of the aggregate issued and outstanding Equity Securities), (ii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the #92056884v20 issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities, (iii) Equity Securities issued in consideration of a bona fide acquisition by the Company or any of its Subsidiaries, joint venture or other strategic transaction that was approved by the Board, (iv) Equity Securities issued in connection with a Qualified Public Offering and (v) the conversion or exchange of any securities of the Company into Equity Securities, or the exercise of any warrants or other rights to acquire Equity Securities.
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Exempt Offerings means (i) the issuance of Awards or the issuance of Equity Securities upon the exercise or conversion of any such Awards (at no time to exceed [6%] of the aggregate issued and outstanding Equity Securities), (ii) a subdivision of the issued and outstanding Equity Securities into a larger number of Equity Securities or the issuance of Equity Securities as a pro rata dividend or distribution in respect of outstanding Equity Securities, (iii) Equity Securities issued in consideration of a bona fide acquisition by the Company or any of its Subsidiaries, joint venture or other strategic transaction that was approved by the Board, (iv) Equity Securities issued in connection with a Qualified Public Offering and (v) the conversion or exchange of any securities of the Company into Equity Securities, or the exercise of any warrants or other rights to acquire Equity Securities.
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Exempt Offerings has the meaning set out in Section 4.3(i).
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Exempt Offerings means a sale, issuance or other conveyance by the Company of Interests, or securities convertible into, exercisable for, or exchangeable for, Interests (i) in connection with the acquisition by the Company of the outstanding capital stock or assets of an entity or business, (ii) in connection with the merger of the Company with or into another entity, (iii) upon the exercise of the Warrants, or (iv) upon an initial public offering by the Company.
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Related to Exempt Offerings

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Offerings means In-App Products, and any item or service made available through a RIME Store including, any RIM Product, Software, RIM Service, Third Party Item or Third Party Service made so available.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Maximum Offering means, with respect to some or all participants in the Non-423(b) Plan Component, a maximum number or value of shares of the Common Stock made available for purchase in a specified period (e.g., a 12-month period) in specified countries, locations or to Employees of specified Designated Subsidiaries. Such maximum shall be determined by the Board (or a committee authorized by the Board) in such a manner as to avoid securities filings, to achieve certain tax results or to meet other Company objectives.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • Net Offering Proceeds means the proceeds received from (a) the issuance of any Capital Stock or (b) the incurrence of any Indebtedness, in each case net of the actual liabilities for reasonably anticipated cash taxes in connection with such issuance or incurrence, if any, any underwriting, brokerage and other customary selling commissions incurred in connection with such issuance or incurrence, and legal, advisory and other fees and expenses, including title and recording tax expenses, if any, incurred in connection with such issuance or incurrence.

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Underwritten Takedown has the meaning set forth in Section 2(d)(ii).