Public Market Sale definition

Public Market Sale means any sale of shares of Common Stock into the public market after an Initial Public Offering, which is made pursuant to Rule 144 promulgated under the Act or pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and shall not include a negotiated private sale transaction or other disposition of shares of Common Stock.
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Public Market Sale. Any sale of Common Stock after the Initial Public ------------------ Offering which is made pursuant to Rule 144 promulgated by the SEC under the Securities Act or which is made pursuant to a registration statement filed with and declared effective by the SEC.
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Public Market Sale. A sale of securities into the public market ------------------ pursuant to Rule 144 or an effective registration statement. SBIC: A Small Business Investment Company licensed by the U.S. Small ---- Business Administration (or any successor agency) (the "SBA") that owns shares of Common Stock.
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Examples of Public Market Sale in a sentence

  • The obligations pursuant to this Section 4 shall likewise be binding on any transferee of or purchaser of shares from the FS Stockholder (and any subsequent transferee), except for a transferee purchasing shares in a Public Market Sale or any subsequent transferee thereof, or an assignee of the rights held by FS Stockholder under this Section 4, and the FS Stockholder shall obtain an undertaking by such transferee to be so bound.

  • Except as expressly provided to the contrary herein, all transferees of shares of Common Stock except for a transferee acquiring shares in a Public Market Sale and transferees of such Public Market Sale transferee will be bound by this Agreement in the same manner and to the same extent as the transferor and prior to any Transfer must deliver to the Company and the Stockholders a written undertaking to be and become so bound.

  • Nothing in this section shall be construed as granting rights of inclusion in any Public Market Sale.

  • Except as otherwise provided herein, all transferees (other than a transferee in a Public Market Sale) will be bound by this Agreement in the same manner and to the same extent as the transferor.

  • The immediately preceding sentence shall not apply to a Public Market Sale.

  • Section 3.1 shall not apply to a Public Market Sale or to a transfer to an Affiliate without consideration therefor; provided, however, that such Affiliate executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring Stockholder.

  • Any transferee of shares of Common Stock from a Stockholder, other than a purchaser of shares in a Public Market Sale or any subsequent transferee thereof, shall be bound by the provisions of this Section 5 and each Stockholder completing a Transfer shall obtain and deliver to each other Stockholder a written commitment by such transferee to be bound by such provisions prior to any Transfer.

  • The Tag Along Rights and obligations set forth in ------------ this Section 4 shall not apply to a Public Market Sale.

  • The obligations of the Trust -------------------------- pursuant to Section 4.1 shall be binding on any transferee of Securities held by the Trust, other than transferees in a Public Market Sale, and the Trust shall obtain and deliver to Holding a written commitment to be bound by such provisions from each such transferee prior to any transfer.

  • At any time on or after the fifth anniversary of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, Section 7(c), Section 9 and Section 11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below)), and subject to Section 6 of the Pledge Agreement.


More Definitions of Public Market Sale

Public Market Sale means any sale of Common Stock after the QIPO which is made pursuant to Rule 144 promulgated by the SEC under the Securities Act or which is made pursuant to a registration statement filed with and declared effective by the SEC.
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Public Market Sale means any sale of Securities into the public ------------------ market after the Initial Public Offering which is made pursuant to Rule 144 (including Rule 144(k)) promulgated under the Securities Act or pursuant to a registration statement filed with and declared effective by the SEC.
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Public Market Sale means a sale of ------------------ Common Stock after the Company's shares of common stock are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, which is made pursuant to Rule 144 promulgated under the Act or which is made pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission. Any Transfer effected in violation of this provision shall be void. Optionee's obligations pursuant to this Section, and the obligations of any such transferee, shall survive the expiration or non-vesting of any portion of the Options.
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Public Market Sale means a sale of common stock after the Company's shares of common stock are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, which is made pursuant to Rule 144 promulgated under the Act or which is made pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission. Any Transfer effected in violation of this provision shall be void. Optionee's obligations pursuant to this Section, and the obligations of any such transferee, shall survive the expiration or non-vesting of any portion of the Options.
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Related to Public Market Sale

  • Public Market shall exist if (a) a Public Offering has been consummated and (b) any Equity Interests of the Lead Borrower have been distributed by means of an effective registration statement under the Securities Act of 1933.

  • Public Trading Date means the first date upon which Common Stock is listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

  • Public event means any event that can be attended by the

  • Company Transaction means the consummation of

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Trading Date means the closing of the first sale to the general public of the Shares pursuant to a registration statement filed with and declared effective by the U.S. Securities and Exchange Commission under the Securities Act.

  • Approved Transaction means any transaction in which the Board (or, if approval of the Board is not required as a matter of law, the stockholders of the Company) shall approve (i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares of Common Stock of the Company would be changed or converted into or exchanged for cash, securities, or other property, other than any such transaction in which the common stockholders of the Company immediately prior to such transaction have the same proportionate ownership of the Common Stock of, and voting power with respect to, the surviving corporation immediately after such transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a party as a result of which the Persons who are common stockholders of the Company immediately prior thereto have less than a majority of the combined voting power of the outstanding capital stock of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors immediately following such merger, consolidation or binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Change of Control means the occurrence of any of the following:

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Public Acquirer Change of Control means any event constituting a Fundamental Change that would otherwise give Holders the right to cause the Company to repurchase the Securities under Section 3.9 where either (a) the acquirer or (b) if not the acquirer, a direct or indirect majority-owned Subsidiary of the acquirer or (c) if not the acquirer or any direct or indirect majority-owned Subsidiary of the acquirer, a corporation by which the acquirer is majority-owned has a class of common stock (or American Depository Shares representing such common stock) traded on a U.S. national securities exchange or quoted on the NASDAQ Global Select Market or which will be so traded or quoted when issued or exchanged in connection with such Fundamental Change.

  • Regulatory Event means, following the occurrence of a Change in Law (as defined below) with respect to the Issuer and/or Société Générale as Guarantor or in any other capacity (including without limitation as hedging counterparty of the Issuer, market maker of the Certificates or direct or indirect shareholder or sponsor of the Issuer) or any of its affiliates involved in the issuer of the Certificates (hereafter the “Relevant Affiliates” and each of the Issuer, Société Générale and the Relevant Affiliates, a “Relevant Entity”) that, after the Certificates have been issued, (i) any Relevant Entity would incur a materially increased (as compared with circumstances existing prior to such event) amount of tax, duty, liability, penalty, expense, fee, cost or regulatory capital charge however defined or collateral requirements for performing its obligations under the Certificates or hedging the Issuer’s obligations under the Certificates, including, without limitation, due to clearing requirements of, or the absence of, clearing of the transactions entered into in connection with the issue of, or hedging the Issuer’s obligation under, the Certificates, (ii) it is or will become for any Relevant Entity impracticable, impossible (in each case, after using commercially reasonable efforts), unlawful, illegal or otherwise prohibited or contrary, in whole or in part, under any law, regulation, rule, judgement, order or directive of any governmental, administrative or judicial authority, or power, applicable to such Relevant Entity (a) to hold, acquire, issue, reissue, substitute, maintain, settle, or as the case may be, guarantee, the Certificates, (b) to acquire, hold, sponsor or dispose of any asset(s) (or any interest thereof) of any other transaction(s) such Relevant Entity may use in connection with the issue of the Certificates or to hedge the Issuer’s obligations under the Certificates,(c) to perform obligations in connection with, the Certificates or any contractual arrangement entered into between the Issuer and Société Générale or any Relevant Affiliate (including without limitation to hedge the Issuer’s obligations under the Certificates) or (d) to hold, acquire, maintain, increase, substitute or redeem all or a substantial part of its direct or indirect shareholding in the Issuer’s capital or the capital of any Relevant Affiliate or to directly or indirectly sponsor the Issuer or any Relevant Affiliate, or (iii) there is or may be a material adverse effect on a Relevant Entity in connection with the issue of the Certificates.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • 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.

  • Public Float means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of America, the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.

  • Last Trading Day means, for a particular Contract, the last date on which that Contract may be traded on the Market.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Holding Company Transaction means the occurrence of (a) any transaction (including, without limitation, any acquisition, merger or consolidation) the result of which is that a “person” or “group” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, (i) becomes the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under that Act, of common equity of the Issuer representing more than 50% of the voting power of the outstanding Common Stock or (ii) is otherwise required to consolidate the Issuer for purposes of generally accepted accounting principles in the United States, or (b) any consolidation or merger of the Issuer or similar transaction or any sale, lease or other transfer in one transaction or a series of related transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any Person other than one of the Issuer’s subsidiaries; provided that, in the case of either clause (a) or (b), the Issuer or the Acquiror is or becomes a Bank Holding Company or Savings and Loan Holding Company.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include: