MSCI Piggyback has the meaning ascribed thereto in Section 3.02(b).
Piggyback means the document attached to this solicitation and entitled South Carolina Standard Amendment To End User License Agreements For Commercial Off- The-Shelf Software – Single Agency, which serves as South Carolina's standard amendment to a licensor's standard software licensing agreement (regardless of how denominated, e.g., master software licensing agreement, end user license agreement) for COTS. [Note: While the piggyback is generally indicative of what the District finds acceptable, terms in a Licensor’s standard software licensing agreement may need to be negotiated.]
Piggyback Shares has the meaning ascribed to such term in Section 2.3(a)(iii).
Piggyback Offering has the meaning set forth in Section 8(a).
Piggyback Registration shall have the meaning given in subsection 2.2.1.
Piggyback Registrations has the meaning set forth in Section 3(a).
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Piggy-Back Registration is defined in Section 2.2.1.
Piggyback Notice has the meaning specified in Section 2.02(a).
Piggy-Back Registration. At any time after 180 days from the date hereof that all of the Shares may not be resold by the Holder pursuant to an exemption from registration under the Securities Act upon exercise on a cashless basis and unless all of the Ordinary Shares underlying the Purchase Warrant (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, or the maximum time allowable under FINRA Rule 5110(g)(8), whichever is the earlier, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Forms S-8, F-3, F-4 or any equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Purchase Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.1.
Demand Registration shall have the meaning given in subsection 2.1.1.
Demand Registration Notice has the meaning set forth in Section 2.1.
Piggyback Request has the meaning set forth in Section 2(c)(i).
Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.
Initiating Holder has the meaning set forth in Section 2.01(a).
Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.
Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Demand Registration Statement has the meaning set forth in Section 2.01(a).
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Demand Registrations has the meaning set forth in Section 2(a).
Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.
Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Registration Rights means the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.
Registration Notice has the meaning specified in Section 2.1(a).
Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.
Insider Shares means all shares of Common Stock of the Company owned by an Insider immediately prior to the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.