Piggyback Shelf Takedown definition

Piggyback Shelf Takedown has the meaning set forth in Section 3(a).

Piggyback Shelf Takedown has the meaning set forth in Section 5(a).

Piggyback Shelf Takedown has the meaning given to such term in Section 2.05(a).

Examples of Piggyback Shelf Takedown in a sentence

• If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering.

• If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of Parent, Parent shall have the right to select the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering.

• Any such Piggyback Registration or Piggyback Shelf Take-down shall not count as a Demand Registration or an Underwritten Shelf Take-Down.

• If a Piggyback Registration or Piggyback Shelf Takedown is an underwritten primary registration on behalf of the Company, then the Company shall use reasonable best efforts to cause the managing underwriter(s) of the proposed underwritten offering to permit holders of Registrable Securities to include in such offering all Registrable Securities they request to be included on the same terms and subject to the same conditions as any other shares of the Company included in the offering.

• Notwithstanding anything contained herein to the contrary, the right of the Investor Parties to include Registrable Securities in any Demand Registration, Takedown Offering, Piggyback Registration or Piggyback Shelf Takedown shall terminate on such date that the Investor Parties collectively beneficially own less than 15% of the outstanding shares of Common Stock on an as-converted basis.

• If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary or secondary underwritten offering, the Holder shall not have any rights to select the investment banking firm(s) to act as the managing underwriter(s) in connection with such offering.

• If a learner believes that proper procedure was not followed or there is new evidence to present, they will have the right to appeal.

• If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary or secondary underwritten offering, the Company shall be entitled to (i) select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering and take into reasonable consideration any request by e& to select a co-managing underwriter (ii) manage and direct all decisions required for effecting such Piggyback Registration or Piggyback Shelf Takedown.

• If any Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.

• Subject to Section 5.2(b), the Company shall include in each such Piggyback Registration or Piggyback Shelf Takedown all Registrable Securities held by holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.

More Definitions of Piggyback Shelf Takedown

Piggyback Shelf Takedown has the meaning set forth in Section 7(a).

Piggyback Shelf Takedown has the meaning given to that term in Section 4.3(a). “Piggyback Stockholders” has the meaning given to that term in Section 4.3(a). “Public Offering” means an underwritten public offering of Securities pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form. “Purchaser Observer” has the meaning given to that term in the Investment Agreement. “Registrable Securities” means (i) the Class A Common Stock resulting from the conversion of or otherwise issuable pursuant to the terms of the Series C Preferred Stock or the exercise of any Warrants, (ii) any Class A Common Stock issued in the form of dividends pursuant to the terms of the Series C Preferred Stock and (iii) any securities issuable or issued or

Piggyback Shelf Takedown has the meaning set forth in Section 0.