Offering Holders definition

Offering Holders is defined in Section 2.03(a).
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Offering Holders has the meaning specified therefor in Section 2.03(a) of this Agreement.
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Offering Holders shall have the meaning given to such term in Section 3.3(e) hereof.
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Examples of Offering Holders in a sentence

  • From time to time, after 180 days following the completion by the Company of a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for registration under the Securities Act of their Registrable Securities (a "Demand Registration").

  • Within five (5) business days after the first anniversary of the Closing Date, the Offering Holders shall furnish promptly to the Company such information regarding their holdings and the proposed manner of distribution thereof as shall be required in connection with any such registration statement and shall continue to furnish promptly to the Company any subsequent information required to be disclosed in order to make any previously furnished information not materially misleading.

  • The Offer Notice must state the name and street address (which need not be the record address) of the Offering Holder, the number of Offered Shares, a description of the proposed sale, assignment, exchange, transfer, donation or other disposition thereof, and the Offering Holder's calculation of the "market value per share" (defined below) as of the day immediately preceding the date on which the Offer Notice is given (the "Strike Price").

  • Each of the Additional Offering Holders shall have the right, exercisable by delivery of a notice (a “Piggy-Back Notice”) to the Company and to the Requesting Offering Holder within five (5) Business Days of receipt of the Underwriting Notice, to elect to dispose of Offering Shares in the underwritten offering.

  • REGISTRATION RIGHTS 10 7.1 Registration 10 7.2 Temporary Suspension of Use of Registration Statement 10 7.3 Registration Procedures 11 7.4 Expenses of Registration 12 7.5 Indemnification by Company 12 7.6 Indemnification by Offering Holders 13 7.7 Notification of Certain Events 13 7.8 Indemnification Procedures 13 7.9 Rule 144 14 ARTICLE VIII.

  • Any Offering Holder or Offering Holders may at any time request the ability (each a “Requesting Offering Holder”) to dispose of Offering Shares under the registration statement pursuant to an underwritten offering by delivering to the Company a notice setting forth such request (an “Underwriting Request”) and the number of Offering Shares sought to be disposed of by such Requesting Offering Holder in such underwritten offering.

  • The Company will be entitled to rely on the authority of the Demand Offering Holders of any Demand Offering to act on behalf of all Holders that have requested any securities to be included in such Demand Offering.

  • From time to time, after 180 days following the completion by the Company of a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for registration under the Securities Act of their Registrable Securities (a "DEMAND REGISTRATION").

  • Within two (2) Business Days of the Company’s receipt of an Underwriting Request, the Company shall deliver a notice (an “Underwriting Notice”) to the Offering Holders other than the Requesting Offering Holder(s) (such other Offering Holders, the “Additional Offering Holders”) notifying such Additional Offering Holders of such Underwriting Request.

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Related to Offering Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Registrable Shares means (i) the Warrant Shares, and (ii) any other shares of Common Stock issued in respect of such shares (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events); provided, however, that shares of Common Stock which are Registrable Shares shall cease to be Registrable Shares (i) upon any sale pursuant to a Registration Statement or Rule 144 under the Securities Act or (ii) upon any sale in any manner to a person or entity which, by virtue of Section 13 of this Warrant, is not entitled to the rights provided by this Warrant.

  • Existing Holders shall have the meaning given in the Preamble.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

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

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • 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.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

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

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

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

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Requesting Holder shall have the meaning given in subsection 2.1.1.

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