Underwritten Shelf Take-Down Notice definition

Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).

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

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

Examples of Underwritten Shelf Take-Down Notice in a sentence

• The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”).

• Upon receipt of such Non-Marketed Underwritten Shelf Take-Down Notice, each such Notice Recipient may elect to sell up to its Non-Marketed Take-Down Share with respect to each such Non-Marketed Underwritten Shelf Take-Down, by taking such action or actions referred to in clause (iv) above in a timely manner.

• Such Initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”).

• Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms of any Non-Marketed Underwritten Shelf Take-Down contemplated by Section 2.4(d) shall be at the discretion of the Initiating Shelf Holder.

• Notwithstanding the delivery of any Non-Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Non-Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms and conditions of any Non-Marketed Underwritten Shelf Take-Down shall be at the sole discretion of the applicable Initiating Shelf Take-Down Holders that initiated the applicable Non-Marketed Underwritten Shelf Take-Down.

More Definitions of Underwritten Shelf Take-Down Notice

Underwritten Shelf Take-Down Notice has the meaning ascribed to such term in Section 3(g).

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

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

Underwritten Shelf Take-Down Notice shall have the meaning set forth in Subsection 2.2(d)(iii).

Underwritten Shelf Take-Down Notice is defined in Section 8.5(b).

Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2(b). Warrants has the meaning set forth in the Recitals.

Underwritten Shelf Take-Down Notice has the meaning ascribed to such term in Section 2(b). Any capitalized terms used but not defined herein have the meanings given to such terms in the Stockholders’ Agreement by and among FaZe Media and the and the Persons set forth on Exhibit A and Exhibit B thereto, dated as of May 15, 2024 (the “Stockholders’ Agreement”).