Underwritten Offering Notice definition
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Underwritten Offering Notice has the meaning specified therefor in Section 2.04 of this Agreement.
Underwritten Offering Notice shall have the meaning set forth in Section 3(a).
Examples of Underwritten Offering Notice in a sentence
The Underwritten Offering Notice shall specify the number of Registrable Securities intended to be offered and sold by such Holder(s) pursuant to the Underwritten Offering.
The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of an Underwritten Offering Notice), use its reasonable best efforts to consummate such Underwritten Offering.
More Definitions of Underwritten Offering Notice
Underwritten Offering Notice is defined in Section 2.1(d) hereof.
Underwritten Offering Notice has the meaning set forth in Section 6.04(a).
Underwritten Offering Notice specifying that the sale of some or all of the Registrable Securities subject to the Resale Shelf is intended to be conducted through a firm commitment underwritten offering (an “Underwritten Offering”); provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an Underwritten Offering the anticipated gross proceeds of which shall be less than $10,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than three Underwritten Offerings at the request of the Holders within any three-hundred sixty-five (365) day-period or (iii) launch an Underwritten Offering within the period commencing fourteen (14) days prior to and ending two (2) days following the Company’s scheduled earnings release date for any fiscal quarter or year. In the event of an Underwritten Offering, the Holders representing a majority-in-interest of the Registrable Securities to be included in such Underwritten Offering shall select the managing underwriter(s) for the Underwritten Offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld, conditioned or delayed. If the underwriter(s) for any Underwritten Offering pursuant to this paragraph 2 of this Exhibit A (each, a “Secondary Offering”) advise the Company and the Holders that, in their good faith opinion, marketing factors require a limitation on the number of securities that may be included in such Secondary Offering, the number of securities to be so included shall be allocated as follows: (i) first, to the Holders that have requested to participate in such Secondary Offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such Secondary Offering by such Holders, and (ii) second, to the holders of any other securities of the Company that have been requested to be so included.
Underwritten Offering Notice has the meaning ascribed to such term in Section 2(f).
Underwritten Offering Notice has the meaning specified in Section 1(e).
Underwritten Offering Notice has the meaning set forth in Section 8.05(k) of this Agreement.
Underwritten Offering Notice shall have the meaning set forth in Section 3(k). “VWAP” shall mean, as of a specified date and in respect of the Common Stock, the volume weighted average price for such security on the Trading Market with respect to the Common Stock for the ten (10) trading days immediately preceding, but excluding, such date. “WKSI” shall mean a “well known seasoned issuer” as defined under Rule 405 under the Securities Act. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections and Annexes refer to Sections of and Annexes to this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated. For the avoidance of doubt, where this Agreement refers to allocation of rights on a pro-rata basis to holders of Registrable Securities, such allocation shall be determined considering the Purchased Stock on an as-converted basis. For purposes of this Agreement, holders of the Purchased Stock will be deemed to be holders of the amount of Conversion Stock issuable upon conversion of the Purchased Stock in accordance with the terms of the Transaction Documents. Any limit imposed by the rules of the Trading Market on the amount of Conversion Stock issuable to the Purchaser in accordance with the Transaction Documents will not be taken into account for purposes of this definition.