Directed Offering definition

Directed Offering means any so-called “registered direct” sale, block trade or other similar offering or Transfer made pursuant to an effective registration statement filed under the Securities Act, but in which the Shareholder Shares Transferred are not widely distributed.
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Directed Offering has the meaning assigned thereto in Section 2.03.
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Examples of Directed Offering in a sentence

  • In order to exercise its Sale Right, Iridium shall deliver written notice (a "Sale Notice") to the Company of (i) its intent to exercise its rights under this Article II and (ii) the type and number of Iridium Interests intended to be sold to the Company (the "Noticed Interests"); provided that if Iridium elects to change the number or type of Noticed Interests during a Directed Offering Period an additional Sale Notice shall not be required.

  • Iridium shall promptly pay all expenses incurred by the Company in connection with any Directed Offering conducted pursuant to this Agreement.

  • Iridium and the Company hereby agree to enter into and deliver all customary agreements (including underwriting or purchase agreements) as are reasonably requested of the Company or Iridium to expedite or facilitate any Directed Offering.

  • The purchase and sale of the Common Stock in the Directed Offering shall take place at the same time and place as the closing of the IPO, subject to the closing of the IPO occuring prior to the date that is 24 months after the date hereof and to the prior or concurrent fulfillment of all of the closing conditions set forth in the Common Stock Purchase Agreement.

Related to Directed Offering

  • 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.

  • 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.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

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

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

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • 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 means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Other Coordinated Offering shall have the meaning given in Section 2.4.1.

  • 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:

  • 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.

  • 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.

  • Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • 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.

  • Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • 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.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Initial Offering Period means the initial period during which a Series of the Trust will offer its Shares prior to the commencement of investment operations of such Series;

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

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

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

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