Initial US Offering definition

Initial US Offering means an initial public offering on a US Market of US Listed Securities where one of the bookrunners is Goldman Sachs, Morgan Stanley, UBS, Deutsche Bank, Credit Suisse, Bank of America Merrill Lynch, Citibank, Barclays or JP Morgan.
Initial US Offering means an initial firm commitment underwritten public offering of U.S. Listed Securities on a U.S. Market pursuant to an effective Registration Statement filed under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan) in which one of the Potential Underwriters acted as a bookrunner.

Examples of Initial US Offering in a sentence

  • Subject to the provisions of Section 2(c), for the first three hundred sixty five (365) day period following an Initial U.S. Offering, all reasonable and documented out of pocket expenses incurred By: the Company in connection with the registration and disposition of Registrable Securities under this Agreement pursuant to a Demand Registration shall be paid By: the Holders participating in such registration pro rata based on the amount of Registrable Securities sold By: each such Holder in the offering.

  • Under U.S. securities laws, those A Shares which are issued pursuant to "private" transactions (i.e. excluding the Exchange Offer and any subsequent Initial U.S. Offering) or to particular categories of persons (such as affiliates of the Company or Group employees or directors) will be subject to certain transfer restrictions (which may vary depending on the category of transaction or person) and/or volume sales limitations and/or other restrictions.

  • In addition, before the Threshold Date, any change to the rights attaching to any class of shares may only be made if it is approved by a majority of the Directors including the Chairman and B Director or by a super majority resolution, which requires the affirmative vote of at least 86% of the votes capable of being cast on such resolution (to be reduced to that percentage which represents an equivalent percentage of shareholders unaffiliated with Njord Luxco following an Initial U.S. Offering).

  • Participating Lenders or their Designated Recipients may, upon request, be subject to certain lock-up obligations in case of an Initial U.S. Offering or a registered underwritten US offering if their shareholding exceeds a predefined threshold.

  • The Articles contain provisions such that certain corporate actions by members of the Group, called reserved matters, require either the approval of a majority of the Directors, including the Chairman and the B Director, or the affirmative vote of the of at least either 70% or 86% of the votes capable of being cast on such resolution (to be reduced to those percentages which represent equivalent percentages of shareholders unaffiliated with Njord Luxco following an Initial U.S. Offering).

Related to Initial US Offering

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

  • IPO means the Company’s first underwritten public offering of its Common Stock 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.

  • 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.

  • 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.

  • 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).

  • 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.

  • 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.

  • 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:

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

  • 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 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.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • 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.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • 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.

  • Rights Offering Amount means $50 million.

  • 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.

  • Net Proceeds Offer Trigger Date has the meaning provided in Section 4.16.

  • 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.

  • Minimum Offering means the number Shares so designated on Exhibit A hereto.

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

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