Shelf Takedown Request definition

Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

Shelf Takedown Request has the meaning set forth in Section 2(a)(v).

Shelf Takedown Request has the meaning set forth in Section 4.1(c).

Examples of Shelf Takedown Request in a sentence

• Subject to Section 2(e) below, after receipt of any Shelf Takedown Request, the Company shall give written notice (the “Shelf Takedown Notice”) of such requested Underwritten Shelf Takedown (which notice shall state the material terms of such proposed Underwritten Shelf Takedown, to the extent known) to all other Holders of Registrable Securities that have Registrable Securities registered for sale under a Shelf Registration Statement (“Shelf Registrable Securities”).

• The Company shall bear all reasonable Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Shelf Registration, Shelf Takedown Request or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement.

• In addition to providing the information required pursuant to Section 2(d) of this Agreement, each Shelf Takedown Request shall specify the approximate number of Company Ordinary Shares to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown.

• Except as otherwise contained herein, the Company shall bear all reasonable Registration Expenses incident to the Parties’ performance of or compliance with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Shelf Registration, Shelf Takedown Request or Piggyback Registration (excluding any Selling Expenses), whether or not any Registrable Securities are sold pursuant to a Registration Statement.

• As promptly as practicable, but at least 10 Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown, the Company shall give written notice (the “Shelf Takedown Notice”) of such Shelf Takedown Request to all other Holders of Shelf Registrable Securities.

More Definitions of Shelf Takedown Request

Shelf Takedown Request has the meaning set forth in Section 3.1.4(a). (pp) “Suspension” has the meaning set forth in Section 3.1.3. (qq) “Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “Transferred” shall have a correlative meaning. (rr) “Underwritten Public Offering” means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering. (ss) “Underwritten Shelf Takedown” means an Underwritten Public Offering pursuant to the Initial Registration Statement or a New Registration Statement. (tt) “Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of a Pre-Funded Warrant.

Shelf Takedown Request has the meaning set forth in Section 2.1.4(a). (jj) “Suspension” has the meaning set forth in Section 2.1.3. (kk) “Transfer” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily,

Shelf Takedown Request has the meaning given to such term in Section 2(b).

Shelf Takedown Request has the meaning set forth in Section 2(a)(iv). “Structuring Fee” has the meaning set forth in the Investment Agreement.

Shelf Takedown Request shall have the meaning set forth in Section 3.2(e)(i). “TSG Investors” means Dutch Holdings, LLC, a Delaware limited liability company, TSG7 A AIV VI, L.P., a Delaware limited partnership, TSG7 A AIV VI Holdings-A. L.P., a Delaware limited partnership, and DG Coinvestor Blocker Aggregator, L.P., a Delaware limited partnership (along with their respective Permitted Transferees). “Underwritten Public Offering” means an underwritten Public Offering, including any underwritten block trade, bought deal, auction block trade or block sale to a financial institution conducted as an underwritten Public Offering. “Underwritten Shelf Takedown” means an Underwritten Public Offering pursuant to an effective Shelf Registration Statement. “WKSI” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

Shelf Takedown Request has the meaning set forth in Section 2.1(e). “Special Holder” means, together, the Sponsor, the Sponsor Holders and the SGHC Holders. “Sponsor” has the meaning set forth in the Preamble.

Shelf Takedown Request has the meaning set forth in Section 2(a)(iii) of this Annex I. “Suspension Period” has the meaning set forth in Section 2(e) of this Xxxxx X.