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. (a) If CayCo shall receive a request from the holders of Registrable Securities with an estimated market value of at least US$10 million (the requesting holder(s) shall be referred to herein as the (“Requesting Holder”)) that CayCo effect the Underwritten Takedown of all or any portion of the Requesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then CayCo shall promptly give notice of such requested, Underwritten Takedown (each such request shall be referred to herein as a (“Demand Takedown”)) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders, 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 Section 2.1.6(a), and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities (all such holders, together with the Requesting Holder, the “Selling Holders”) have requested CayCo to offer by request, received by CayCo within seven (7) Business Days after such holders receive CayCo’s notice of the Demand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (b) Promptly after the expiration of the seven (7)-Business Day-period referred to in Section 2.1.6(a)(ii), CayCo will notify all Selling Holders of the identities of the other Selling Holders and the number of Registrable Securities requested to be included therein. (c) CayCo shall only be required to effectuate no more than three (3) Underwritten Takedowns in any twelve (12)-month period, after giving effect to Section 2.2.1. (d) If the managing underwriter in an Underwritten Takedown advises CayCo and the Requesting Holder(s) that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold, the shares included in such Underwritten Takedown will be reduced by the Registrable Securities held by the Selling Holders (a...
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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.
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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.
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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.
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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.
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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.
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Related to Underwritten Takedown

  • Underwritten Offerings If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the provisions of this Section 8.4, arrange for such underwriters to include all of the Option Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering informs the Company and the Holder or Holders of Option Securities requesting the inclusion of their securities in such offering in writing of its belief that the number of securities requested to be sold in such offering exceeds the number which can be sold in such offering, then the Company will include in such offering only securities proposed to be sold by Company for its own account and decrease the number of Option Securities so proposed to be sold and requested to be included in such offering (pro rata on the basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the Holder or Holders of such Option Securities and all other holders of the Company's securities proposing to include shares in such offering) to the extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Option Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder or Holders of Option Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representatives, warranties and agreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

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