Primary Offering Securities definition

Primary Offering Securities. The Trustee, as purchaser of the Underlying Securities, hereby assigns to the Unitholders its rights against the related Underlying Security Issuers and the Placement Agents under the U.S. federal and state securities laws with respect to its purchase of the Underlying Securities. Accordingly, Unitholders may proceed directly against the related Underlying Security Issuers of Underlying Securities and the Placement Agents to enforce those rights without first proceeding against the Trust, the Trustee or any other person or entity. Each Underlying Security Issuer and its Placement Agents have acknowledged the existence of such assignment and agreed not to contest its enforceability. The Trustee shall remove from Trust Property any Underlying Securities, in whole and not in part, for which removal of such Underlying Securities is required to effectuate a final judgment or decree which requires a right of rescission with respect to such Underlying Securities in connection with any action brought under federal or state securities laws in respect of such Underlying Securities.
Sample 1Sample 2Sample 3
Primary Offering Securities means Common Stock that are newly issued and sold for the Company’s account in response to a Primary Offering Demand.
Sample 1

Examples of Primary Offering Securities in a sentence

  • All corporate authorisations and approvals in accordance with the constitution of the Company and applicable law should be obtained in connection with the issue or sale of the Primary Offering Securities.

  • No Over-Allotment Securities shall be delivered unless all Primary Offering Securities shall have been delivered to the Underwriter as provided herein.

  • The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriter of the Primary Offering Securities.

  • The obligation of the Company to bear the expenses described in this Section 2.4 and to pay or reimburse the Investor for the expenses described in this Section 2.4 shall apply irrespective of whether the Registration Statement is filed or becomes effective or any sales of Primary Offering Securities or Registrable Securities ultimately take place.

  • The Company may require the Investor to promptly furnish in writing to the Company such information regarding the distribution of the Primary Offering Securities and Registrable Securities, as applicable, as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration, including all such information as may be requested by the Commission.

Related to Primary Offering Securities

  • Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

  • Qualifying Securities means securities issued by the Issuer that:

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Underlying Securities means any securities issuable on conversion, exchange or exercise of compensation securities.

  • Controlling Securities means (i) the Class A Notes so long as the Class A Notes are outstanding, (ii) after the Class A Notes are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding and (iii) after the Class B Notes are no longer outstanding, the Class C Notes so long as the Class C Notes are outstanding.

  • Existing Securities means, collectively, the Equity Securities and the Debt Securities.

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

  • NIM Securities As defined in the tenth Recital to this Agreement.

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

  • Contract Securities means the Offered Securities, if any, to be purchased pursuant to the delayed delivery contracts referred to below.

  • Covered Securities means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • 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.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • Refused Securities has the meaning ascribed to such term in Section 4.1(c)

  • Subject Securities means: (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date.

  • 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).

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • Exempt Securities has the meaning set forth in Section 4.4(d).