Selling Securities definition

Selling Securities has the meaning set forth in Annex A.
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Examples of Selling Securities in a sentence

  • If the Company shall fail to comply with the provisions of Section 7.4(a), the Company shall, in addition to any other equitable or other relief available to the Selling Securities Holders, be liable for any or all special and consequential damages sustained by the Selling Securities Holders.

  • If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any such Registration Document, the Company shall promptly notify each Selling Securities Holder and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible.

  • To effect any offering pursuant to a registration statement under this Section, the Company shall enter into an agreement containing customary representations and warranties, and indemnification and contribution provisions, all for the benefit of Selling Securities Holders, and, in the case of an Underwritten public offering.

  • The Company will furnish to the Selling Securities Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act and such other related documents as the Selling Securities Holders may reasonably request in order to effect the sale of the Warrant and Warrant Shares.

  • The Company shall include in such registration statement the Warrant and any Warrant Shares proposed to be sold by the Selling Securities Holders.

  • Selling Securities Holders shall pay any underwriters discounts applicable to Shares.

  • BioTime will furnish to the Selling Securities Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the 1933 Act and such other related documents as the Selling Securities Holders may reasonably request in order to effect the sale of the Shares.

  • A written request for registration shall specify the quantity of the Warrant Shares intended to be sold, the plan of distribution and the identity of the sellers, which may include the Lender and assignees of its rights hereunder (collectively, "Selling Securities Holders"), and whether the registration shall be pursuant to an underwritten public offering or a "shelf' registration pursuant to Rule 415 (or similar rule that may be adopted by the Securities and Exchange Commission).

  • BioTime shall include in such registration statement any Shares proposed to be sold by the Selling Securities Holders.

  • Notwithstanding the foregoing, if the offering of the Company's securities is to be made through underwriters, the Company shall not be required to include the Warrant and Warrant Shares if and to the extent that the managing underwriter reasonably believes in good faith that such inclusion would materially adversely affect such offering unless the Selling Securities Holders agree to postpone their sales until 10 days after the distribution is completed.

Related to Selling Securities

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

  • 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.

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

  • Qualifying Securities means securities issued by the Issuer that:

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

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

  • 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):

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

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

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • 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.

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

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

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Selling Shareholders has the meaning given to such term in the Preamble to this Agreement;

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

  • Purchased Securities has the meaning assigned in the Terms;

  • Underlying Securities Issuer With respect to an Underlying Security, the issuer thereof (including, if applicable, the guarantor of the Underlying Security), as identified in the Underlying Securities Schedule.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • 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.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

  • Lock-Up Securities has the meaning set out in Section 5(l).

  • Permitted Securities means any of the following: