Underwritten Takedown Sample Clauses
An Underwritten Takedown clause defines the process by which an underwriter commits to purchasing securities from an issuer and then reselling them to investors. In practice, this clause outlines the allocation of securities among underwriters, the pricing terms, and the responsibilities for unsold shares. For example, it may specify how much of the offering each underwriter is responsible for and the procedures if some securities remain unsubscribed. The core function of this clause is to ensure a clear and enforceable mechanism for distributing securities in a public offering, thereby reducing uncertainty and allocating risk among the parties involved.
Underwritten Takedown. (i) At any time and from time to time after the Resale Shelf Registration Statement has been declared effective by the Commission, a Registration Rights Party may request (such requesting Person, the “Demanding Holder”) to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (before deduction of underwriting discounts and commissions) reasonably expected to exceed, in the aggregate, $25,000,000 or with respect to all of the then outstanding Registrable Securities of such NET Power Holder (the “Underwritten Shelf Takedown Conditions”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown (an “Underwritten Demand”). Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of three Underwritten Offerings pursuant to Section 2(b) in any 12-month period and is not obligated to effect an Underwritten Offering pursuant to this Section 2(b) within 90 days after the closing of any Underwritten Offering (the “Underwritten Offering Limitations”). Each of OXY Holder, Constellation Holder and 8 Rivers Holder shall be entitled to one Underwritten Demand per year, subject to the Underwritten Shelf Takedown Conditions and Underwritten Offering Limitations. ▇▇ ▇▇▇▇▇▇ shall not be entitled to make any Underwritten Demand. For the avoidance of doubt, Underwritten Shelf Takedowns shall include underwritten block trades. No securities other than the Registrable Securities of a Registration Rights Party may be included in any block trade initiated by a Demanding Holder without the prior written consent of the Demanding Holder.
(ii) The Company shall, within three Business Days of the Company’s receipt of an Underwritten Demand (one Business Day if such offering is a block trade or a “bought deal” or “overnight transaction” (a “Bought Deal”)), notify, in writing, all other Registration Rights Parties of such demand, and each Registration Rights Party who thereafter wishes to include all or a portion of such Registration Rights Party’s Registrable Securities in such Underwritt...
Underwritten Takedown. If TopCo shall receive a request from one or more Investors holding Registrable Securities with an estimated market value of at least $20,000,000 that TopCo effect an Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo shall promptly give notice of such requested Underwritten Takedown at least five (5) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of:
(i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.7, and
(ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo to offer by request received by TopCo within two (2) Business Days after such holders receive TopCo’s notice of the Underwritten Takedown Notice.
(a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii), TopCo will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein.
(b) TopCo shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).
Underwritten Takedown. The Demand Holders shall have the right to demand an underwritten takedown of Registrable Shares or a Block Trade (in each case, other than Registrable Shares registered pursuant to a Centerview Demand Registration or a ▇▇▇▇▇▇ Demand Registration), in which case Section 2.01(c) shall apply.
Underwritten Takedown. Each of the Holders that is a director or officer of the Company or that owns more than five percent (5%) of the Company’s Common Stock also shall execute and deliver any “lock-up” agreement reasonably requested by the managing underwriter of such Underwritten Takedown, but only to the extent as is required generally of any executive officers, directors or five percent (5%) or greater stockholder by such managing underwriter.
Underwritten Takedown. Subject to the provisions of subsection 2.1.3 and Section 2.4 hereof, if the Shelf Requesting Holder(s) so advise Cipher as part of their Takedown Request that the offering of the Registrable Securities pursuant to such Takedown Prospectus Supplement shall be in the form of an Underwritten Offering, then the right of the Shelf Requesting Holder(s) to include their Registrable Securities in such Takedown Request shall be conditioned upon the Shelf Requesting Holders’ participation in such Underwritten Offering and the inclusion of the Registrable Securities in such Underwritten Offering to the extent provided herein. In such event, the Shelf Requesting Holders holding the majority of the Registrable Securities to be included in such Underwritten Offering will have the right to select one or more managing Underwriters for such Underwritten Offering, provided that such Underwriter is reasonably satisfactory to Cipher. Cipher and the Shelf Requesting Holders shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering.
Underwritten Takedown. In the case of an Underwritten Takedown, the --------------------- managing underwriter and any other underwriter or underwriters with respect to such offering shall be selected by the participating Holders, provided such underwriters are of recognized national standing and are reasonably acceptable to Acquiror. Such underwriter or underwriters will be instructed to effect as broad a distribution of the Registrable Securities to be sold by them as is reasonably practicable. Acquiror agrees to make available, for inspection by the Holders and any underwriter participating in an Underwritten Takedown (and any attorney, accountant or other representative retained by such participating Holders or by any such underwriter), all financial and other records, corporate documents and properties of Acquiror, as Acquiror, with advice of counsel, reasonably determines is appropriate, and cause Acquiror's officers, directors and employees to supply all information reasonably requested by any such participating Holder, underwriter, attorney, accountant or other representative in connection with such Underwritten Takedown. Acquiror and the participating Holders shall enter into an underwriting agreement in customary form with such underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 3(d) hereof.