Rights Offering has the meaning set forth in Section 4.1(b);
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.
Offering shall have the meaning ascribed to such term in Section 2.1(c).
Piggyback Offering has the meaning set forth in Section 8(a).
Net Proceeds Offer has the meaning provided in Section 4.16.
Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.
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:
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 *****.
Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.
Rights Offering Amount means $50 million.
Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.
Offering Date means a date selected by the Board for an Offering to commence.
Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.
Subscription Offering means the offering of the Conversion Stock to Participants.
Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.
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.
Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.
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.
Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.
Qualified Offering means an offering of Common Stock (and other securities potentially) resulting in the listing for trading of the Common Stock on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).
Minimum Offering means the number Shares so designated on Exhibit A hereto.
Shelf Offering has the meaning set forth in Section 1(d)(i).
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.
Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.
Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.