Synthetic Secondary Offering definition

Synthetic Secondary Offering has the meaning set forth in Section 3(a).
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Synthetic Secondary Offering means an offering by the Company of shares of Class A Common Stock to generate net proceeds to pay cash in an Exchange of Paired Interests pursuant to Section 2.01.
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Examples of Synthetic Secondary Offering in a sentence

  • If any Piggyback Registration is in connection with an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities, if any, included in such Piggyback Registration (inclusive of, in the case of a Synthetic Secondary Offering, the ultimate holders for whose benefit such Synthetic Secondary Offering is conducted).

  • Harrisongs Music, Ltd., 722 F.2d 988 (2d Cir.1983) is the most prominent example.

Related to Synthetic Secondary Offering

  • 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.

  • Firm Commitment has the meaning set forth in Section 4.2.

  • 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.

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • 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.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

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

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

  • 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.

  • 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.

  • Initial Public Offering” or “IPO 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 Offering has the meaning set forth in Section 1(d)(i).

  • 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.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

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

  • 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.

  • Form S-3 shall have the meaning given in subsection 2.3.

  • Form F-3 means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

  • Exclusionary Offer means an offer to purchase Class A Shares that:

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Secondary Market Transaction has the meaning set forth in Section 5.5.