Underwritten Clause Samples
The 'Underwritten' clause defines the commitment by a party, typically a financial institution or insurer, to guarantee the purchase or coverage of a specified asset, security, or risk. In practice, this means that if a public offering of shares does not attract enough buyers, the underwriter will purchase the remaining shares, or in insurance, the underwriter assumes the risk of loss in exchange for a premium. This clause ensures that the issuer or policyholder receives the necessary funds or coverage, thereby reducing uncertainty and allocating financial risk to the underwriter.
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Underwritten. Registrations -------------------------- If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Company (which will not be unreasonably withheld or delayed). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
Underwritten. The term "underwritten registration" or "underwritten offering" shall pertain to a registration or an offering in which securities of the Company are sold to an underwriter for reoffering to the public.
Underwritten. “Shelf” Take-Downs. Subject to Section 2(d), at any time that any “shelf” Registration Statement is effective, if any holder or group of holders of Registrable Securities delivers a notice to WIND (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of the Registrable Securities included by it on such “shelf” Registration Statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then WIND shall use reasonable best efforts to 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 Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(e)). In connection with any Shelf Offering: (i) WIND shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Securities included in such “shelf” Registration Statement and permit each holder to include its Registrable Securities included on the “shelf” Registration Statement in the Shelf Offering if such holder notifies the proposing holders and WIND within two (2) Business Days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter or underwriters advise the holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to incidental or piggyback registration rights), such underwriter(s), if any, may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2(b).
Underwritten. Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.
Underwritten. Placed Offering shall inform the Company of its belief that the amount of securities requested to be included in such registration or offering exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the Company will include in such registration (i) first, all the securities of the Company which the Company proposes to sell for its own account or the account of others (other than Buyer) requesting inclusion in such registration pursuant to rights to registration on request, and (ii) second, to the extent of the amount which the Company is so advised can be sold in (or during the time of) such offering, Registrable Securities and other securities requested to be included in such registration, pro rata among Buyer and others exercising incidental registration rights, on the basis of the shares of Company Common Stock owned by all such persons.
Underwritten. Registrations -------------------------- If any Demand Registration is an underwritten offering, the holders of a majority of the Registrable Securities included in such offering shall select the investment banker or bankers and managers to administer the offering; provided, that such investment banker or bankers and managers shall be reason- -------- ably satisfactory to the Company. If any Piggyback Registration is an under- written offering, the Company shall have the right to select the investment banker or investment bankers and managers to administer the offering.
Underwritten. Registrations If any of the Registrable Securities covered by any Shelf Registration are to be sold in an Underwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate liquidation preference of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Registrable Securities may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, underwriting agreements, powers of attorney, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.
Underwritten. The qualification or registration of the Publicly Offered Securities relates to an underwritten offering of the securities (on a firm commitment basis) by or through one or more underwriters, whether or not for the account of the Company;
Underwritten. Net Cash Flow shall be determined by Lender pursuant to its customary practices and consistently applied for "CMBS" loans similar to the Loan.
Underwritten. Notes will be issued pursuant to the Indenture to be dated as of November 1, 1998 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Harris Trust and Savings Bank (the "Indenture Trustee"). Simultaneously with the issuance and sale of the U▇▇▇▇▇▇itten Notes as contemplated in this Agreement, the Trust will (i) issue $34,125,000 principal amount of 6.20% Class B Asset Backed Notes (the "Class B Notes") which will be sold pursuant to an underwriting agreement dated as of the date hereof (the "Class B Note Underwriting Agreement"; together with this Agreement, the "Underwriting Agreements") among the Seller, Case Credit and you, as representative of the several underwriters named in Schedule I thereto, and (ii) incur a deferred purchase price obligation and issue 6.20% Asset Backed Certificates (the "Certificates"), in a combined amount of $21,125,000 to the Seller. The Underwritten Notes and the Class B Notes are sometimes referred to herein as the "Securities". Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Sale and Servicing Agreement to be dated as of November 1, 1998 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Seller and Case Credit, as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of November 1, 1998 (as amended and supplemented from time to time, the "Trust Agreement"), between the Seller and The Bank of New York, as trustee (the "Trustee").