Underwritten Shelf Take-Down definition

Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

Underwritten Shelf Take-Down has the meaning set forth in Section 3.1(d)(ii)(A).

Underwritten Shelf Take-Down shall have the meaning ascribed to it in Section 2.2(c).

Examples of Underwritten Shelf Take-Down in a sentence

• The Company may include in any Underwritten Shelf Take-Down (other than a Block Trade) pursuant to this Section 2(b) any additional securities of the same class without the prior written consent of the Stockholders participating in the Underwritten Shelf Take Down.

• The Company and the Stockholders participating in an Underwritten Shelf Take-Down will enter into an underwriting agreement (including a customary lock-up, not to exceed ninety (90) days, if requested by the managing underwriter(s) in customary form with the managing underwriter(s) selected for such offering).

• Any Underwritten Shelf Take-Down (including a Block Trade) must be for at least the Minimum Amount, unless the number of Registrable Securities to be sold in such offering represents all of the remaining Registrable Securities of the initiating Stockholder.

• The Stockholders delivering the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) shall have the right to select the managing underwriter(s) to administer an Underwritten Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable to the Company.

• No Piggyback Registration shall count as an Underwritten Shelf Take-Down to which the Stockholders are entitled.

More Definitions of Underwritten Shelf Take-Down

Underwritten Shelf Take-Down has the meaning set forth in Section 1.1(e).

Underwritten Shelf Take-Down has the meaning ascribed to such term in Section 2.3(b).

Underwritten Shelf Take-Down has the meaning set forth in Section 5(f) hereof.

Underwritten Shelf Take-Down pursuant to a Shelf Registration, each Sponsor agrees, in an effort to conduct any such Underwritten Shelf Take-Down in the most efficient and organized manner, to coordinate with the other Sponsor participating in such Shelf Take-Down prior to initiating any sales efforts and cooperate with such other Sponsor as to the terms of such Underwritten Shelf Take-Down, including the aggregate amount of securities to be sold and the number of Registrable Securities to be sold by each participating Sponsor. In furtherance of the foregoing, the Company shall give prompt notice to the non-initiating Sponsor (if such Sponsor’s Registrable Securities are included in the Shelf Registration) of the receipt of a request from the initiating Sponsor (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 non-initiating Sponsor a period of two (2) Business Days to participate in such Underwritten Shelf Take-Down, subject to the terms negotiated by and applicable to the initiating Sponsor and subject to “cutback” limitations set forth in Section 4.01(d) as if the subject Underwritten Shelf Take-Down was being effected pursuant to a Demand Registration. All such Sponsors electing to be included in an Underwritten Shelf Take-down must sell their Registrable Securities to the underwriters selected as provided in Section 4.05(f) on the same terms and conditions as apply to any other selling equityholders; 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, that such liability will be...

Underwritten Shelf Take-Down means a Shelf Take-Down which, at the request of the Demand Holder, is to be in the form of a registration in which securities of the Company are sold to an Underwriter or Underwriters on a firm commitment basis for reoffering to the public.

Underwritten Shelf Take-Down has the meaning set forth in Section 5(d) of this Agreement.

Underwritten Shelf Take-Down means an Underwritten Shelf Take-Down as defined in Section 2.1(d)(iii).