Shelf Underwritten Offering Sample Clauses
A Shelf Underwritten Offering clause allows a company to issue and sell securities to the public over a period of time, rather than all at once, under a pre-approved registration statement. This clause typically enables the company to engage underwriters to purchase and resell the securities in one or more tranches as market conditions permit. Its core practical function is to provide flexibility and efficiency in raising capital, allowing the issuer to respond quickly to favorable market opportunities while ensuring regulatory compliance.
Shelf Underwritten Offering. At any time and from time to time following the effectiveness of the Resale Shelf Registration Statement required by Section 2.3.1, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of Section 2.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this Section 2.3.4, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company.
Shelf Underwritten Offering. At any time that a Shelf Registration Statement is effective, if any Shareholder delivers a notice to the Company stating that it intends to effect an underwritten offering of Registrable Securities pursuant a take-down from a Shelf Registration Statement of all or part of its Registrable Securities included by it on the Shelf Registration Statement (the “Shelf Underwritten Offering”) and stating the aggregate offering price and/or number of the Registrable Securities to be included in the Shelf Underwritten Offering, then the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders of the Company’s securities pursuant to Section 1.1(f)).
Shelf Underwritten Offering