Underwritten Offering Request definition

Underwritten Offering Request has the meaning set forth in Section 2.1(b).

Underwritten Offering Request shall have the meaning specified in Section 2.03(a) of this Agreement.

Underwritten Offering Request has the meaning ascribed to such term in Section 2(f).

Examples of Underwritten Offering Request in a sentence

• Each Underwritten Offering Request shall specify the approximate number of Ordinary Shares to be sold in the Underwritten Offering and the expected aggregate proceeds of such Underwritten Offering.

• Subject to Section 1(e) below, after receipt of any Underwritten Offering Request, the Company shall give written notice (the “Underwritten Offering Notice”) of such requested Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known) to all other Holders that have Registrable Securities registered for sale under the Shelf Registration Statement (“Shelf Registrable Securities”).

• Each Underwritten Offering Request will specify the number of Registrable Securities proposed by LBHI to be included in such Underwritten Offering, the intended method of distribution and the estimated gross proceeds of such Underwritten Offering, which may not be less than $100 million.

• Promptly (but in any event within ten (10) days) after receipt of an Underwritten Offering Request, Parent shall give written notice of the Underwritten Offering Request to all other Stockholders.

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

• If, during a Blackout Period, the Investor determines to rescind any prior Underwritten Offering Request or Demand Notice, then the Investor may, at its election, give written notice of such rescission to the Company; provided that such rescinded Underwritten Offering Request or Demand Notice shall not be counted as an Underwritten Offering Request or Demand Notice for purposes of the limits in Section 6.01(b) and Section 6.02(a), respectively.

• Participation in a Piggyback Registration as provided in this Section 2.4 shall not count as an Underwritten Offering Request for purposes of Section 2.3.

• Each Underwritten Offering Request will specify the number of Registrable Securities proposed by the Holder to be included in such Underwritten Offering, the intended method of distribution and the estimated gross proceeds of such Underwritten Offering, which may not be less than $50,000,000.

• As promptly as practicable, but no later than seven business days after receipt of an Underwritten Offering Request, the Company shall give written notice (the “Underwritten Offering Request Notice”) of such Underwritten Offering Request to all Shareholders at such time owning, directly or indirectly, at least the Minimum Shareholders Amount.

• In connection with a Shelf Underwritten Offering Request made by Requesting Holders, the Company shall not include any securities that are not Registrable Shares or TPG Registrable Shares without the prior written consent of the Holders of a majority of the Registrable Shares included in such Shelf Underwritten Offering, which consent shall not be unreasonably withheld or delayed.

More Definitions of Underwritten Offering Request

Underwritten Offering Request has the meaning set forth in Section 4.1(d).

Underwritten Offering Request shall have the meaning assigned to such term in 5.1(b).

Underwritten Offering Request is defined in Section 2.03(a). ARTICLE II

Underwritten Offering Request has the meaning set forth in Section 2.01(a).“Unitholder” means Seller together with its respective Subsidiaries that beneficially own any Units, in each case for so long as such person beneficially owns any such Units. When this Agreement requires Unitholder to provide notice or give consent, such notice or consent shall be given by Seller, and not any other person who is a member of Unitholder.

Underwritten Offering Request means a written notice of one or more Selling Shareholders delivered pursuant to Section 5(c) relating to an Underwritten Offering by the Selling Shareholder or Selling Shareholders and requesting the Company to be involved in or to participate in such Underwritten Offering in the manner specified in such notice.