Underwritten Shelf. Takedown” means an underwritten offering effected pursuant to an S-3 Registration. In addition to the above definitions, unless the context requires otherwise:
Underwritten Shelf. Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The Company shall also deliver the Takedown Request to all other Investors and permit each such Investor to include its Registrable Securities included on the applicable shelf registration statement in the Underwritten Shelf Takedown if such Investor notifies the requesting Investor and the Company within 2 Business Days after distribution or dissemination (including via e-mail, if available) of the Takedown Request to such Investor. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the requesting Investor, and the Company shall include such information in the Notice sent by the Company to the other Investors with respect to such Takedown Request. The right of any Investor to registration pursuant to this Section 2.3.2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting (unless otherwise agreed by the requesting Investor) and each such Investor will (together with the Company and the other Investors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)). The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns.
Underwritten Shelf. Takedown” subject to the provisions of Section 2(f).
Examples of Underwritten Shelf in a sentence
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.
All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown.
The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein).
The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.
All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown.
More Definitions of Underwritten Shelf
Underwritten Shelf. Takedown”); provided that in the case of each such Underwritten Shelf Takedown, such Holder or Holders will be entitled to make such demand only if the proceeds from the sale of Registrable Securities in the offering (before the deduction of underwriting discounts) is reasonably expected to exceed, in the aggregate, $50 million.
Underwritten Shelf. Takedown or Piggyback Offering shall not effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, (i) with respect to the Company’s first Underwritten Offering under the Securities Act for cash, for the seven (7) days prior to and the one hundred eighty (180) days beginning on the effective date of such registration plus up to an additional eighteen (18) days to the extent necessary to comply with applicable regulatory requirements following the effective date of such registration, (ii) with respect to any other Underwritten Demand Offering or Piggyback Offering in which Registrable Securities are included, the seven (7) days prior to and the ninety (90)-day period beginning on the effective date of such registration, and (iii) upon notice from the Company of the commencement of a distribution in connection with any other Underwritten Offering (including, but not limited to, any distribution in connection with any Shelf Registration) by or on behalf of the Company, the seven (7) days prior to and the ninety (90)-day period beginning on the date of commencement of such distribution (the “Lock-Up Period”), in each case except as part of such Underwritten Offering, and in each case unless the underwriters managing such Underwritten Offering otherwise agree; provided, however, that (i) notwithstanding the foregoing, no Holder shall be subject to the provisions hereof unless all of the Company’s directors and officers (and their respective Affiliates) are subject to the Lock-Up Period and (ii) if any Other Holder of Registrable Securities of the Company or any of the Company’s directors and officers (or any of their respective Affiliates) shall be subject to a shorter period or receives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms. The restrictions set forth in this Section 3(a) shall not be applicable to Transfers by Holders to Affiliates who agree to be bound by the provisions hereof, Transfers related to securities owned by Holders as a result of open market purchases made following the closing of the applicable offerings, and other Transfers to which the underwriters managing such Underwritten Offering agree; provided, however, that nothing herein shall prevent a Holder that is a partnership or corporation from ...
Underwritten Shelf. Takedown” (each as defined in the Existing Registration Rights Agreement) or (B) within sixty (60) days prior to the Company’s good faith estimate of the date of filing of a Company-initiated registration statement.
Underwritten Shelf. Takedown”) pursuant to a Shelf Registration, each of the DCP Investor and the Golden Gate Investor, as applicable, agrees, in an effort to conduct any such Underwritten Shelf Takedown in the most efficient and organized manner, to coordinate with the Company prior to initiating any sales efforts and cooperate with the Company as to the terms and consummation of such Underwritten Shelf Takedown.
Underwritten Shelf. Takedown”) (each, a “Takedown Request”); provided, that the Takedown Request shall specify the approximate number of Registrable Securities to be sold pursuant to such Underwritten Shelf Takedown. The lead underwriter to administer any Underwritten Shelf Takedown shall be chosen by the Investor. The right of the Investor to registration pursuant to this Section 2.3.2 will be conditioned upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting and the Investor will (together with the Company) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)). The Company shall not be obligated to effect more than six (6) Underwritten Shelf Takedowns for the Investor.
Underwritten Shelf. Takedown”) pursuant to a Shelf Registration, each Shareholder agrees, in an effort to conduct any such Underwritten Shelf Take-Down in the most efficient and organized manner, to coordinate with the other holders of Registrable Securities prior to initiating any sales efforts and cooperate with the other holders of Registrable Securities as to the terms of such Underwritten Shelf Take-Down, including, without limitation, the aggregate amount of securities to be sold and the number of Registrable Securities to be sold by each holders of Registrable Securities. In furtherance of the foregoing, the Company shall give prompt notice to all Shareholders whose Registrable Securities are included in the Shelf Registration of the receipt of a request from another shareholder whose Registrable Securities are included in the Shelf Registration of a proposed Underwritten Shelf Take-Down under and pursuant to the Shelf Registration and, notwithstanding anything to the contrary contained herein, will provide such Shareholders a period of two business days to participate in such Underwritten Shelf Take-Down, subject to the terms negotiated by and applicable to the initiating Shareholders and subject to “cutback” limitations set forth in Section 6.01(d) as if the subject Underwritten Shelf Take-Down was being effected pursuant to a Demand Registration. All such Shareholders electing to be included in an Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters selected as provided in Section 6.05(f) on the same terms and conditions as apply to any other selling shareholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, th...
Underwritten Shelf. Takedown” has the meaning specified in Section 3(a)(iii).