Examples of Shelf Demand Offering in a sentence
The Company shall prepare and file a prospectus supplement, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as reasonably necessary or appropriate to permit the consummation of such Shelf Demand Offering.
Upon receipt of the Shelf Demand Notice from the Holders’ Counsel, the Parent shall as soon as reasonably practicable prepare and file a supplement to the related Prospectus, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as reasonably necessary or appropriate to permit the consummation of such Shelf Demand Offering.
No Shelf Demand Notice that would result in a Shelf Demand Offering during any Scheduled Black-out Period shall be permitted to be given.
The Shelf Demand Notice shall: (1) specify (x) the aggregate number of Registrable Securities requested to be sold in such Shelf Demand Offering and (y) the identity of the Holders and the Other Holders participating in the Shelf Demand Offering.
Subject to Sections 2.02(a) and 2.03(b)(i), the Parent shall include in the Shelf Demand Offering all Registrable Securities requested to be sold in the related Shelf Demand Notice pursuant to this Section 2.01(c).
Notwithstanding anything to the contrary in this Agreement, the Parent shall not be obligated to effect more than three Shelf Demand Offering during any fiscal quarter, regardless whether such Shelf Demand Offering is at the request of a Holder under this Agreement or an Other Holder under a similar agreement with such Other Holder, and the Parent shall not be obligated to facilitate more than one Shelf Demand Offering at one time.
For the avoidance of any doubt, a Shelf Demand Offering shall count against the number of Shelf Demand Offerings that the Parent is required to effect under this Agreement for the Holders if any of the Holders are participating in such Shelf Demand Offering, regardless whether such Holders initiated such Shelf Demand Offering.
The Holders’ Counsel will notify all Holders and Other Holders that have previously notified the Holders’ Counsel that they desire to effect coordinated sales (the “Coordinating Holders”) of such request and offer the opportunity to participate in the Shelf Demand Offering and shall coordinate the determination of the extent of such participation, and the Holders’ Counsel will confirm in the Shelf Demand Notice to the Parent that it has done so.
If any Coordinating Holder declines the opportunity to participate in the Shelf Demand Offering, such Coordinating Holder shall not be permitted to dispose of any Registrable Securities during the period commencing from the date of receipt of the notice of such request from the Holders’ Counsel until the earlier of the date that is (i) five (5) days after the pricing of such Shelf Demand Offering and (ii) two (2) weeks after receipt of the notice of such request from the Holders’ Counsel.
The Parent shall not be obligated to effect a Shelf Demand Offering unless the aggregate number of Registrable Securities to be included in such Shelf Demand Offering have a market value at least equal to (i) $100 million based on the most recent closing price of Parent Common Shares on the New York Stock Exchange or (ii) if less, all the remaining Parent Common Shares owned by the Holders and Other Holders participating in the Shelf Demand Offering.