Standby Offering definition

Standby Offering shall have the meaning set forth in the recitals hereof.
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Standby Offering means a private offering of Common Stock to the Standby Purchaser, to be completed concurrently with the closing of the Subscription Offering and the Community Offering, of such number of shares that will permit Members Mutual to complete the Conversion, and such additional shares as the Standby Purchaser may be entitled to purchase under the Standby Purchase Agreement.
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Standby Offering has the meaning set forth in the Recitals.
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Examples of Standby Offering in a sentence

  • At any time prior to the Closing Date, the Company may in its sole discretion withdraw or terminate the Rights Offering or the Standby Offering.

  • In the event that the Company withdraws or terminates the Rights Offering or the Standby Offering, the Company will return the Standby Purchaser’s payment, or portion thereof, if any, to the Standby Purchaser, without interest or other income, promptly thereafter.

  • The representations and warranties of the Company and the Standby Purchaser contained in this Agreement together with Sections 7(f),7(h) and 9(d) shall survive any failure of the Company to commence, or the withdrawal, termination or consummation of any of the Rights Offering, the KH Basic Rights Purchase or the Standby Offering and any termination of this Agreement.

  • The Company shall solely use the proceeds of the Rights Offering (including the KH Basic Rights Purchase) and the Standby Offering in accordance with the description set forth in the Registration Statement.

  • The Company may terminate this Agreement (i) if consummation of the Rights Offering and/or the Standby Offering is prohibited by applicable law, rules or regulations, or (ii) if the Standby Purchasers materially breach their obligations under this Agreement and such breach is not cured within ten business days following written notice to the Lead Standby Purchaser and each Standby Purchaser whose conduct resulted in such material breach.

  • Between the date hereof and the Standby Offering Closing Date, the Standby Purchaser and his Affiliates shall not acquire any Common Stock unless authorized to do so by the Company other than in accordance with the Registration Statement and the terms and conditions hereof.

  • The Standby Purchaser shall deliver to the Company the Standby Offering Payment, less the Backstop Fee.

  • The Company will timely file an “Additional Listing Application” with the Nasdaq Global Market in connection with the Shares issued in the Rights Offering (including the KH Basic Rights Purchase) and the Standby Offering.

  • If the aggregate number of shares of Common Stock subscribed for in the Subscription Offering is less than the Minimum of the Valuation Range and the Standby Offering fails to close for any reason, then in such event Vericity may (w) cancel the Offerings and terminate this Plan, (x) establish a new Valuation Range, (y) extend the Offerings or open or hold a new offering, upon such terms and conditions as it may determine, or (z) take such other action as it deems reasonably necessary.

  • At any time prior to the Closing, the Company may in its sole discretion withdraw or terminate the Rights Offering or the Standby Offering.


More Definitions of Standby Offering

Standby Offering shall have the meaning set forth in the Preamble.
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Standby Offering means the offer and sale of Subscription Shares to Professionals pursuant to the Standby Purchase and Option Agreement as contemplated under Section 6.1 of the Plan.
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Standby Offering has the meaning set forth in the second Recital hereto.
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Related to Standby Offering

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • 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.

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

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

  • 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.

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

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

  • Public Equity Offering means an underwritten primary public offering of common stock of the Company pursuant to an effective registration statement under the Securities Act.

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

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Community Offering means the offering for sale by the Holding Company of any shares of Conversion Stock not subscribed for in the Subscription Offering to such Persons within or outside the State of Louisiana as may be selected by the Holding Company and the Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • 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.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

  • Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

  • Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).