Underwriting Notice Clause Samples
The Underwriting Notice clause serves to formally notify relevant parties that an underwriting process is commencing or has specific requirements to be fulfilled. Typically, this clause outlines the method and timing by which notice must be given, such as requiring written communication to all involved parties before the underwriting process begins or when certain milestones are reached. Its core practical function is to ensure all stakeholders are adequately informed and prepared for the underwriting process, thereby reducing misunderstandings and facilitating smooth coordination.
Underwriting Notice. In the event that the Holders of 50% or more of the Registrable Securities outstanding at such time (and, with respect to Riverstone, as otherwise permitted by the last sentence of this Section 2.2.1) shall seek to undertake an underwritten offering of any Registrable Securities pursuant to the Shelf Registration Statement, such Holders shall first give written notice thereof (the "Underwriting Notice", and each such party giving notice, a "Notifying Holder") to the other Holders (the "Receiving Holders") and the Company at least ten (10) Business Days prior to the anticipated initiation of such underwritten offering, specifying the number of Registrable Securities sought to be offered. The Company shall advise the Notifying Holders and the Receiving Holders and each Receiving Holder shall advise the Notifying Holders and the Company in writing within five (5) Business Days after receipt of such Underwriting Notice (or if the Notifying Holders intend to execute the underwriting agreement with respect to such underwritten offering prior to such date, the Notifying Holders shall so notify the Company and the Receiving Holders in the Underwriting Notice, and the Company and each Receiving Holder shall advise the Notifying Holder in writing on or before the date on which the underwriting agreement is executed but no less than five (5) Business Days after receipt of such Underwriting Notice), specifying the number, if any, of shares of Common Stock of the Company or Registrable Securities the Company and such Receiving Holders, as applicable, seek to include in such underwritten offering (each a "Piggyback Notice"), and subject to the next sentence, such shares of Common Stock of the Company and Registrable Securities shall be included in such underwritten offering. If the managing underwriter shall advise the Company and Holders in writing that, in its opinion, the number of securities requested to be included in such underwritten offering exceeds the number which can be sold in such offering without adversely affecting the offering, including with respect to price, the Company and Holders will include in such underwritten offering, to the extent of the number which the Holders are so advised can be sold in such offering, (i) first, a pro rata amount, based upon the number of Registrable Securities sought to be offered by each Holder as set forth in the Underwriting Notice and the Piggyback Notice, (ii) second, securities of the Company sought to be offered by...
Underwriting Notice. Subject to CLAUSE 8.1, Bendigo must give a notice ('UNDERWRITING NOTICE') to the Subscriber stating that it wishes to conduct an Underwritten Issue and must specify in the Underwriting Notice:
(a) the approximate number of Shares Bendigo proposes to issue under the Underwritten Issue ('UNDERWRITTEN SHARES');
(b) the price at which Bendigo wishes to issue the Underwritten Shares; and
(c) the other material terms of the Underwritten Issue and the material terms for underwriting the Underwritten Issue ('UNDERWRITING TERMS').
Underwriting Notice. In the event a Holder shall seek to do a widely distributed, underwritten offering of Registrable Securities pursuant to the Shelf Registration Statement, the Holder shall first give notice thereof (the "Underwriting Notice") to General Motors, specifying the number of Registrable Securities sought to be offered (but not less than the minimum amount specified below), in which event General Motors, subject to Section 2.8 hereof, shall cooperate with the Holder in effectuating such distribution and shall facilitate such distribution by participating in customary "road show" presentations to prospective investors and analysts and as otherwise provided below; provided, however, that no such offering shall be made by a Holder:
(A) subject to the last sentence of Section 2.2(e) hereof, on more than one occasion during any period of 12 consecutive months after any other such offering of Registrable Securities in accordance with this Section 2.2 was consummated;
(B) during the 30 days prior to the anticipated consummation of an offering of securities of the same class as the Registrable Securities and during the 90 days after the consummation of such an offering, except in the case of an offering registered on Form S-4 or S-8 (or any successor form) for the registration of securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act (or any successor rule) or to be offered to employees of and/or consultants to General Motors or subsidiaries thereof);
(C) within 270 days of the consummation of an offering of Registrable Securities in which the Holder was offered the opportunity to participate pursuant to Section 2.3 hereof, provided that all the Registrable Securities requested by the Holder to be so registered were registered for sale in such offering; and
(D) unless, pursuant to the Underwriting Notice, the Holder will offer for sale Registrable Securities having a market value (based upon the closing price of such Registrable Securities quoted on the securities exchange on which such Registrable Securities are listed on the Trading Day immediately preceding the Underwriting Notice) of at least $750 million, or, if the market value of all remaining Registrable Securities is less than $750 million but more than $250 million, if the Holder will offer for sale all remaining Registrable Securities. If General Motors wishes to register for offering and sale as part of such an offering referred to in an Underwriting Notice Gene...