Overallotment Right definition
Examples of Overallotment Right in a sentence
The Registration Statement is effective under the Securities Act, including, without limitation, with respect to the issuance or resale of the Overallotment Shares pursuant to the Overallotment Right, and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.
The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Shares (including the issuance of Overallotment Shares pursuant to the Overallotment Right) effective during the term of the Overallotment Right.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of such Overallotment Right.
Each Holder's Overallotment Right, if any, shall be deemed to be exercised on the date the Preemptive Acceptance Notice is given.
For the purposes of clarification, at any time during the Overallotment Period, if a Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates) beneficially owns less than the Beneficial Ownership Limitation, it shall have the right to exercise any unexercised portion of its Overallotment Right, further subject to the beneficial ownership limitations set forth in this Section 2.2(c).
Each Investor’s Overallotment Right, if any, shall be deemed to be exercised on the date the Preemptive Acceptance Notice is given.
The foregoing notwithstanding, the Paying Agent, in its capacity as Transfer Agent, Paying Agent and Subscription Rights Agent (as defined below), will be authorized and instructed to net from any cash owing to a holder of Company Common Shares any monies due and owing in respect of the Basic Subscription Privilege (as defined below), the Oversubscription Privilege (as defined below) or the Over-allotment Right (as defined below), as applicable.
Section 4.02(b) Over-allotment Right...............................
The Company has prepared and filed a registration statement(s) in conformity with the requirements of the Securities Act, which is currently effective and available for use by the Company for the sale, or by the Holder for resale, as the case may be, of the Purchase Shares pursuant to cancellation of the Overallotment Right.
All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties hereto and shall survive the exercise of the Overallotment Right and the issuance of the Warrants.