Broadly Distributed Offering definition

Broadly Distributed Offering means a broadly distributed public offering that is either (i) registered under the Securities Act or (ii) pursuant to an available exemption from registration (including, without limitation, Rule 144A or Regulation S) under the Securities Act (including the acquisition of the Pledged Preferred Stock and/or Pledged Common Stock by the underwriter or initial purchaser of such offering, which may be the Lender or an Affiliate of the Lender, in connection with the settlement of such offering).
Sample 1Sample 2
Broadly Distributed Offering means a sale or transfer by a Holder of Shares of all or any of such Shares owned by it if, but only if, such sale is made pursuant to (A) a public offering within the meaning of, and registered under, the Securities Act and such public offering is an underwritten public offering in which the Holder of Shares uses its reasonable efforts to effect as wide a distribution of such Shares as is reasonably practicable so as to prevent any Person (including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) and its Affiliates actually known to such Holder from purchxxxxx xxrough such offering Shares representing more than 5% of the voting power of the Voting Securities of the Company (such calculation to be made in a manner consistent with the provisions of Rule 13d-3(d) under the 1934 Act, as in effect on the date hereof) (the "Voting Power"), or (B) a program of bona fide open market dispositions of Shares by one or more brokers or dealers which dispositions have not been previously negotiated by such holder of Shares with the purchasers; provided, however, that during any three month period, the aggregate Shares disposed of pursuant to this clause (B) shall not represent more than 5% of the Voting Power (the "5% Restriction"); provided, further, that the 5% Restriction shall not apply to any Holder (x) that does not control (whether solely or with a group, including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) the making of a request for a Demand Registration, (y) if axx Xxxxxd Registration rights otherwise available to such Holder (or group of which such Holder is a member, including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) with respect to the Shares under this Agreement are not so xxxxxxxxe as a result of the Company's exercise of its deferral rights under Section 1(b)(vi) of this Agreement or (z) if the right of such Holder to require registration of Shares under this Agreement has been suspended pursuant to Section 1(k) of this Agreement.
Sample 1Sample 2

Related to Broadly Distributed Offering

  • 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.

  • 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.

  • Initial Public Offering Price The Underwritten Certificates will be offered to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

  • 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.

  • Limited Offering means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.

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

  • 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.

  • 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.

  • IPO means the Company’s initial public offering of securities.

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

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • 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.

  • Piggyback Offering has the meaning set forth in Section 7(a).

  • 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.

  • Initial Offering Period means the period commencing with the initial effective date of the Prospectus and terminating no later than the ninetieth (90th) day following such date unless extended for up to an additional 90 days at the sole discretion of the General Partner.

  • 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 Offering means the initial offering and sale of Common Units to the public, as described in the Registration Statement.

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

  • Qualified Offering in Section 1.1 of the Securities Purchase Agreements is deleted and replaced with the following:

  • Offering Shares means the shares of Common Stock included in the units sold in the Offering; (iv) “Placement Shares” shall mean the shares of Common Stock sold as part of the Placement Units; (v) “Placement Warrants” shall mean the Warrants to purchase up to an aggregate of 172,500 shares of Common Stock that are included in the Placement Units; (vi) “Placement Units” shall mean the aggregate of 690,000 Units of the Company (each Placement Unit consists of one-fourth of one Placement Warrant and one Placement Share) sold in the Private Placement for a purchase price of $6,900,000; (vii) “Trust Account” shall mean the trust account into which net proceeds of the Offering and the Private Placement will be deposited; (viii) “Prospectus” shall mean the prospectus included in the registration statement filed by the Company in connection with the Offering, as supplemented or amended from time to time; (ix) “Private Placement” shall mean that certain private placement transaction occurring simultaneously with the closing of the Offering pursuant to which the Company has agreed to sell an aggregate of 690,000 Placement Units to FinTech Investor Holdings VI, LLC (580,000 Placement Units) and Cantor (110,000 Placement Units); (x) “Sponsor” shall mean, collectively, FinTech Investor Holdings VI, LLC, a Delaware limited liability company, and FinTech Masala Advisors VI, LLC, a Delaware limited liability company; (xi) “Insiders” shall mean the Sponsor, any holders of Founder Shares, any person who receives Placement Units, Founder Shares or their respective underlying securities as a Permitted Transferee and each officer and director of the Company; and (xii) references to completion of the Offering shall exclude any exercise of the Underwriters’ over-allotment option.

  • Company Sale means any merger, consolidation, business combination, reorganization or recapitalization of the Corporation that results in the transfer of 50% or more of the outstanding voting power of the Corporation, any sale, lease or other disposition of all or substantially all of the assets of the Corporation and its subsidiaries (on a consolidated basis), or any other form of corporate reorganization in which 50% or more of the outstanding shares of any class or series of Capital Stock of the Corporation are exchanged for or converted into cash, securities or property of another business organization.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e)(iii).

  • Distributor / Distribution Company means Company(ies), Firm(s), Sole Proprietorship concern(s), individual(s), Banks or any other Financial Institution appointed by the Management Company under intimation to the Trustee for performing any or all of the Distribution Functions and who are registered with MUFAP as Registered Service Providers. The Management Company may itself also performs the Distribution Function.

  • Subsequent Distribution Date means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within thirty (30) days of the end of a calendar quarter, then the first Subsequent Distribution Date will be the last Business Day of the month following the end of the first (1st) calendar quarter after the calendar quarter in which the Effective Date falls.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.