Examples of Key Shares in a sentence
In such event the right of any Holder to registration pursuant to Section 5.18(b)(i) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Key Shares in the underwriting to the extent provided herein.
OFS ES acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Key Shares.
Key shall so advise all Holders (except those Holders who failed to timely elect to distribute their Key Shares through such underwriting or have indicated to Key their decision not to do so), and the number of Key Shares that may be included in the registration and underwriting shall be allocated: (A) first to Key; and (B) then to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included.
Prior to the Closing, Key shall prepare and submit to the New York Stock Exchange a subsequent listing application covering all of the Key Shares, and shall use all commercially reasonable efforts to obtain approval for the listing of such Key Shares.
Buyers will deliver the Key Shares and the Estimated Cash Purchase Price to Sellers at Closing as provided in Section 2.5(b).
The Key Shares shall have been listed or authorized for listing on the New York Stock Exchange, subject to official notice of issuance.
The Key Shares, when delivered to OFS ES pursuant to this Agreement, will have been duly and validly authorized and issued, will be fully paid and nonassessable, free and clear of all Encumbrances (other than restrictions under the Securities Act, the rules and regulations thereunder and state securities laws) and will not have been issued or sold in violation of the preemptive rights of any person or applicable federal or state securities laws.
No Key Shares excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration.
No Holder of Key Shares will be entitled to have such Key Shares included in the Registration Statement if such Holder does not furnish such information requested by Key.
Upon the expiration of the Lock-Up Period, the Holders may sell or dispose of their Key Shares only in accordance with the terms of this Agreement and pursuant to (A) a registration statement covering Key Shares as set forth in Section 5.18, (B) in accordance with Rule 144 (or any similar provision then in force under applicable securities laws) of the Securities Act, (C) as permitted under the Securities Act and other applicable federal or state securities laws or (D) pursuant to an underwritten offering.