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

  • The Company shall promptly provide the Offering Holders with revised prospectuses and, following receipt of the revised prospectuses, the Offering Holders shall be free to resume making offers of the Offering Shares.

  • 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").

  • At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company will promptly furnish or cause to be furnished to the Offering Holders, upon request, copies of the information required to be delivered to holders and prospective purchasers of the Securities pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Shares.

  • 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.

  • Any such legal proceedings or adverse action could have a severe impact on the Borrower's business, financial condition and results of operations.

  • 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.

  • Subject to the terms and conditions of this Agreement, from and after the date that is 180 days after the date of consummation of the Initial Public Offering, Holders shall have the right to request, by notice in writing to the Company, that the Company effect the registration of such number of Registrable Securities, as specified by such Holder in the notice, on Form S-1 (or if the Company so determines and is eligible, Form S-2 or S-3, or any successor form, if available) (a "DEMAND REGISTRATION").

  • The Company shall notify all Offering Holders of any Suspension and, upon receipt of such notice, each such Offering Holder will discontinue any offers or transfers sales of Offering Shares pursuant to the Registration Statement until such Offering Holder has received copies of a supplemented or amended prospectus or until such Offering Holder is advised in writing by the Company that the then current prospectus may be used.

  • 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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More Definitions of Offering Holders

Offering Holders shall have the meaning given in Section 2.2.1.
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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 (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • 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.

  • 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 included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • 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.

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

  • 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 Shares has the meaning ascribed to such term in Section 2.3(a)(iii).

  • 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 1(d)(i).

  • 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.