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.
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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.
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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.

  • For purposes of this article 55.6, after an Initial US Offering public announcement shall mean disclosure in a press release reported by Reuters, the Dow Jones News Service, Associated Press or a comparable news service or in a document publicly filed by the Company with the U S Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

  • The Company must redeem, if the legislation allows this, the redeemable shares as soon as possible after the earlier of (i) the Company having sufficient distributable reserves and (ii) the closing of the Initial US Offering using the proceeds of the Initial US Offering which are paid to the Company.

  • The directors can make such arrangements and restrictions as they see fit to ensure that such transfers comply with the legislation and with the NASDAQ Copenhagen rules and, after an Initial US Offering, the rules of any US market on which the A shares are then traded.

  • After an Initial US Offering a shareholder must also comply with all requirements of the legislation and of the Exchange Act (and the rules and regulations made under that Act) in respect of the matters set out in articles 55.4, 55.6 and 55.7 but nothing in those articles shall affect any rights of holders to ask for the inclusion of proposals in, or the right of the Company to omit proposals from, the Company's proxy statement under Rule 14a-8 (or any successor provision) of the Exchange Act.

  • 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).

  • If the Company does not acquire all of the shares of TORM A/S or the Company does not implement an Initial U.S. Offering or any other listing of its shares in the U.S., this may significantly increase the risk of any such challenge.

  • It is emphasised that a decision to proceed with an Initial U.S. Offering (and the size and timing of it) has not yet been made by the Company.

  • The Company may also consider making an Initial U.S. Offering, although it is emphasised that no decision has yet been made by the Company to proceed with an Initial U.S. Offering (or the size and timing of it).

  • Such Initial U.S. Offering may consist of an offer of new A Shares by the Company to new investors (many of whom are expected to be in the U.S.) alone or in conjunction with a sale of existing A Shares by existing shareholders.

Related to Initial US Offering

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

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

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

  • 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 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).

  • 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).

  • 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);

  • 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.

  • 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 $300,000,000.

  • 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 set forth 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 2(d)(ii).

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

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