Marketed Underwritten Shelf Takedown definition

Marketed Underwritten Shelf Takedown has the meaning assigned thereto in Section 2.4 below.
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Marketed Underwritten Shelf Takedown. Subject to the other limitations contained in this Agreement, the Company shall not be obligated hereunder to effect an Underwritten Shelf Takedown within 60 days after the closing of an Underwritten Shelf Takedown. If an Underwritten Shelf Takedown is not a Marketed Underwritten Shelf Takedown, the Company and its management will not be required to participate in a roadshow or other marketing effort. For the avoidance of doubt, an Underwritten Shelf Takedown shall not include an “at the market” program.
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Examples of Marketed Underwritten Shelf Takedown in a sentence

  • If an Underwritten Shelf Takedown is not a Marketed Underwritten Shelf Takedown, the Company and its management will not be required to participate in a roadshow or other marketing effort.

  • In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction.

  • If the filing of any Registration Statement is suspended pursuant to this Section 2.02(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.02(b) or Section 2.02(f) (which shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.11).

  • If the filing of any Registration Statement is suspended pursuant to this Section 2.03(e) and the related Registration Notice is withdrawn by the Requesting Holder(s), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Registration or Shelf Take-Down under Section 2.03(b) or Section 2.03(f) (which shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.12).

  • If the Underwritten Shelf Takedown is not a Marketed Underwritten Shelf Takedown, the Company and its management will not be required to participate in a roadshow or other marketing effort.

  • Subject to the terms and conditions of this Agreement, the Holders shall be entitled to have (i) four Marketed Underwritten Shelf Takedowns effected pursuant to Demand Requests, but no more than one Marketed Underwritten Shelf Takedown per calendar year, and (ii) no more than three Underwritten Shelf Takedowns per calendar year (for the avoidance of doubt, one of which per calendar year may be a Marketed Underwritten Shelf Takedown).

  • An Unsecured Claim of a former employee who retired prior to July 1, 2003, on account of retiree benefits as defined in or in reference to 11 U.S.C. § 1114(a).

  • Prior to exercising demand rights for a non-shelf registered offering, a shelf registration or a Marketed Underwritten Shelf Takedown, the Stockholders will consult with each other in this regard.

  • If the filing of any Registration Statement is suspended pursuant to this Section 2.01(e), upon the termination of the Shelf Suspension, the Requesting Holder(s) may request a new Shelf Take-Down under Section 2.01(f) (which, subject to Section 2.01(f)(iv), shall not be counted as an additional Marketed Underwritten Shelf Takedown for purposes of Section 2.10).

  • The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights.

Related to Marketed Underwritten Shelf Takedown

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

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

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

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

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

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

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

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • 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.

  • Approved Underwriter has the meaning set forth in Section 3(f) of this Agreement.

  • Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

  • 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.

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • 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.

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

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO Underwriting Agreement who purchases Common Units pursuant thereto.

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

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • 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.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

  • Lead Underwriter means, in respect of a syndicate of underwriters,