Underwritten Shelf Takedown Demand definition

Underwritten Shelf Takedown Demand is defined in Section 2.2.1.
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Underwritten Shelf Takedown Demand has the meaning set forth in Section 2(b)(i).
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Underwritten Shelf Takedown Demand to distribute all or a portion of their Registrable Securities in an Underwritten Offering (an “Underwritten Shelf Takedown”); provided, however, that (a) the Company shall not be obligated to facilitate any Underwritten Shelf Takedown unless the Requesting Holder reasonably expects gross proceeds of at least $200 million from such Underwritten Shelf Takedown, (b) if the total number of Registrable Securities to be sold in any Underwritten Shelf Takedown by the Participating Holders is cut back (pursuant to Section 2.4) to less than 50% of the Registrable Securities requested by the Participating Holders to be included therein, then such Underwritten Shelf Takedown shall not be counted for purposes of the Major Holders’ right to three Underwritten Shelf Takedown Demands in any 12-month period and (c) from the date hereof until [____]5, the Major Holders may make only one Underwritten Shelf Takedown Demand.
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Examples of Underwritten Shelf Takedown Demand in a sentence

  • Institution of Structural Engineers (Joint Committee) Civil Engineering Code of Practice No. 2 (1951) CP 2 - Earth Retaining Structures.

  • Throughout the course, we will analyze a number of real world examples that took place mainly in the EU.

  • If no request for inclusion from a Major Holder or Tug Hill Holder is delivered to the Company within the applicable response period provided in this Section 2.2.2, such Major Holder or Tug Hill Holder shall have no further right to participate in such Underwritten Shelf Takedown Demand.

  • Each such Holder that receives an Underwritten Shelf Takedown Notice shall have the opportunity to include in such Underwritten Shelf Takedown that number of Registrable Securities as such Holder may request in writing to the Company within three Business Days (or one Business Day if the Underwritten Shelf Takedown Demand is for an Overnight Underwritten Offering or “bought deal”) after the date that the Underwritten Shelf Takedown Notice was delivered to such Holder by the Company.


More Definitions of Underwritten Shelf Takedown Demand

Underwritten Shelf Takedown Demand to distribute all or a portion of their Registrable Securities in an Underwritten Offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Demand must set forth the number of Registrable Securities that the Initiating Holder(s) intends to include in such Underwritten Shelf Takedown and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate an Underwritten Shelf Takedown unless the Registrable Securities of the Initiating Holder(s) and its respective Affiliates to be included therein have an aggregate value, based on the VWAP as of the date of the Underwritten Shelf Takedown Demand, of at least $50 million. The Managing Underwriter of an Underwritten Shelf Takedown shall be designated by the Company, provided, that such selection shall be subject to the consent of the Initiating Holder(s), which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company (i) is not obligated to effect more than a total of two Underwritten Shelf Takedowns during any 12-month period, (ii) will not be obligated to effect an Underwritten Shelf Takedown within 120 days of a previously granted Underwritten Shelf Takedown and (iii) is not obligated to effect more than a total of three Underwritten Shelf Takedowns.
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Related to Underwritten Shelf Takedown Demand

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

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

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

  • Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

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

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.

  • Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

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