Shelf Offering Notice definition

Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

Shelf Offering Notice has the meaning set forth in Section 2(c)(ii).

Shelf Offering Notice is defined in Section 2.1(b) of this Agreement.

Examples of Shelf Offering Notice in a sentence

• The Company, subject to Section 1(e) and Section 6, will include in such Shelf Offering all Shelf Registrable Securities with respect to which the Company has received written requests for inclusion (which request will specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice.

• As promptly as practicable, but in no event later than three (3) business days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all Other Holders of Shelf Registrable Securities that have been identified as selling stockholders in such Shelf Registration Statement or are otherwise permitted to sell in such Shelf Offering if the names of selling stockholders have been omitted from the Shelf Registration Statement.

• The Company will, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its reasonable best efforts to facilitate such Shelf Offering.

• At any time prior to the effective date of the registration statement relating to a Demand Registration or the “pricing” of any offering relating to a Shelf Offering Notice, the Majority Participating Holders may revoke such notice of a Demand Registration or Shelf Offering Notice on behalf of all Holders participating in such Demand Registration or Shelf Offering without liability to such Holders, in each case by providing written notice to the Company.

More Definitions of Shelf Offering Notice

Shelf Offering Notice shall have the meaning given in subsection 2.4.2.

Shelf Offering Notice shall have the meaning given in Section 2.3.1(b) of this Agreement.

Shelf Offering Notice shall have the meaning set forth in Section 3.

Shelf Offering Notice to the Company made during the Effectiveness Period, the Company will facilitate a “takedown” of Registrable Securities off of the Existing Registration Statement by such Holder and any other Holder(s) identified in the Shelf Offering Notice, including underwritten takedowns (it being understood that such Requesting Holder shall select the underwriters subject to the consent of the Company, which shall not be unreasonably withheld or delayed (a “Shelf Offering”). The Company will, as promptly as reasonably practical (taking into account any needs of the Company to prepare for the end of any fiscal quarter or year and the preparation of related financial statements) upon receipt of a Shelf Offering Notice, cooperate in any such takedown by preparing and filing with the SEC a prospectus supplement (the “Prospectus Supplement”) to the Existing Registration Statement as may be reasonably requested by such Requesting Holder or as may be otherwise required to effect the sale of the Registrable Securities to be sold thereunder. Such Requesting Holder shall give the Company prompt written notice of the consummation of a sale effected in any Shelf Offering. The Holders, collectively, may not require more than one underwritten Shelf Offering in the aggregate during any 12-month period.

Shelf Offering Notice to the Company made from time to time during the Effectiveness Period, the Company will use its commercially reasonable efforts to facilitate a “takedown” of Registrable Securities off of the Shelf Registration Statement by such Holder (“Shelf Offering”) by amending or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly as reasonably practicable upon receipt of the Shelf Offering Notice. The Holders shall give the Company prompt written notice of the consummation of a sale effected in any Shelf Offering. For the avoidance of doubt, in the event any Shelf Offering is a Qualified Offering, such offering shall be subject to the conditions and limitations set forth in Section 2(c) below.

Shelf Offering Notice is defined in Section 3.2 of this Agreement.

Shelf Offering Notice has the meaning set forth in Section 1(e)(i). “Shelf Registration” has the meaning set forth in Section 1(a).