Examples of Takedown Offering in a sentence
If any Takedown Offering is an underwritten offering, the Applicable Approving Party shall have the right to select the investment banker(s) and manager(s) to administer such Takedown Offering.
Any demand for the filing of a registration statement or for a registered offering (including a Takedown Offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which the applicable Investor Parties are party, and any such demand must be deferred until such lock-up arrangements no longer apply.
The Company shall not include in any Demand Registration or Takedown Offering that is an underwritten offering any securities that are not Registrable Securities without the prior written consent of the managing underwriters.
Notwithstanding anything contained herein to the contrary, the right of the Investor Parties to include Registrable Securities in any Demand Registration, Takedown Offering, Piggyback Registration or Piggyback Shelf Takedown shall terminate on such date that the Investor Parties collectively beneficially own less than 15% of the outstanding shares of Common Stock on an as-converted basis.
All fees and expenses incident to the Company’s performance of or compliance with the obligations of this Article II will be borne by the Company; provided, however, that Holder will bear and pay any underwriting discounts, fees, commissions and related fees and out of pocket expenses of any Underwriters and such Underwriters’ counsel applicable to Registrable Securities offered for its account pursuant to any Registration Statement (including in connection with any Takedown Offering).
Any demand for the filing of a Registration Statement or for a registered offering (including a Takedown Offering) hereunder will be subject to the constraints of any applicable lock-up arrangements to which any demanding Investor is party, and, except as otherwise permitted under this Agreement, any such demand must be deferred until such lock-up arrangements no longer apply with respect to the Registrable Securities subject thereto.
Holder may change the number of Registrable Securities proposed to be offered in an Underwritten Takedown Offering at any time prior to commencement of such offering so long as such change would not materially adversely affect the timing or success of the Underwritten Takedown Offering; provided, further, that the Company shall be entitled to reasonably delay an Underwritten Takedown Offering to the extent resulting from such change.
The Company hereby appoints the Dealer Manager as its agent and principal distributor for the purpose of selling for cash up to the aggregate number of Shares to be sold to the public in connection with any Takedown Offering as set forth in the applicable Prospectus Supplement through Dealers, all of whom shall be members of the National Association of Securities Dealers, Inc.
A Takedown Offering shall supplement the then current offering until all shares offered in the then current offering have been sold.
That notwithstanding anything to the contrary contained herein, the Affiliate Investors shall retain their rights to require the Company to file a “final” prospectus supplement pursuant to Section 2.1(d) of the RRAs pursuant to the terms thereof, so long as such rights are not exercised prior to the date sixty (60) days after the pricing date of the first Takedown Offering.