Broadly Distributed Public Offering definition

Broadly Distributed Public Offering means a broadly distributed public offering of the Shares, in which, for the avoidance of doubt:
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Broadly Distributed Public Offering means a public offering in which no one purchaser acquires greater than 5% of the Collateral Shares. If, no later than two (2) business days following the Company’s receipt from the Agent of a copy of a notice of a Collateral Call Event delivered to the Borrower, the Company makes an effective registration statement available to the Agent, the Lender and/or their designated affiliates for the sale of the Pledged Shares upon foreclosure, it complies with their reasonable requests in connection with their establishment of a due diligence defense (including, without limitation, provision of customary representations, warranties, indemnities, comfort letters and negative assurance letters) and the Agent determines to sell Pledged Shares pursuant to such registration statement (a “Registered Disposition”), then such Registered Disposition must be conducted in consultation with the Company (which may elect to waive any or all of the restrictions specified in clauses (i) and (ii) above in its sole discretion) and the Agent shall consult with any potential buyer the Company may suggest (it being understood, for the avoidance of doubt, that any Registered Disposition must comply with the restrictions specified in clauses (i) and (ii) above unless such compliance has been waived by the Company in its sole discretion). The Agent shall notify the Company in advance of any sale or other disposition of Pledged Shares, but shall be under no obligation to consult with, or take direction from, the Company in respect of any such sale or other disposition that is not a Registered Disposition. In no event shall the Agent or the Lender in exercising their remedies under the Loan Agreements and the Security Agreements be under any obligation to sell Pledged Shares pursuant to any such registration statement.
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Broadly Distributed Public Offering means a public offering in which no one purchaser acquires greater than 5% of the Collateral Shares.
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Examples of Broadly Distributed Public Offering in a sentence

  • Notwithstanding the foregoing restrictions, the Agent shall be permitted to sell Collateral Shares (a) in a Broadly Distributed Public Offering of the Collateral Shares or (b) over an exchange or similar anonymous trading platform, provided, in the case of clause (b), that the purchaser is not identifiable by the Agent using commercially reasonable efforts.


More Definitions of Broadly Distributed Public Offering

Broadly Distributed Public Offering means a broadly distributed public offering of the Shares, in which, for the avoidance of doubt: no one purchaser (other than a book-runner in such offering, which may be the Security Agent or an affiliate of the
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Broadly Distributed Public Offering means any offering and sale of Yahoo! Common Stock in a public offering pursuant to an effective registration statement under the Securities Act if, to SOFTBANK’s knowledge (after inquiry of the managing underwriters, if any, of such offering), no person or entity, other than the underwriters (if any), purchases in such offering more than 2% of the then outstanding shares of Yahoo! Common Stock. In connection with any transfer of shares of Yahoo! Common Stock permitted pursuant to clause (B) or (C) of this Section 2.2 otherwise than pursuant to Rule 144 under the Securities Act or in an offering pursuant to an effective registration statement under the Securities Act, Yahoo! agrees to use its commercially reasonable efforts, pursuant to a registration rights agreement mutually acceptable to Yahoo! and SOFTBANK and containing customary terms and conditions, to effect the registration pursuant to the Securities Act of the resale by the transferee of such shares. Except as provided in the immediately preceding sentence, Yahoo! shall have no obligation hereunder to effect the registration of any securities pursuant to the Securities Act.
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Broadly Distributed Public Offering means a public offering in which no one purchaser acquires greater than 5% of the Subject Securities.
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Broadly Distributed Public Offering means a broadly distributed public offering of any Shares, in which, for the avoidance of doubt:
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Broadly Distributed Public Offering means a public offering in which no one purchaser acquires greater than 5% of the Collateral Shares.If, no later than two (2) business days following the Company’s receipt from the Agent of a copy of a notice of a Collateral Call Event delivered to the Borrower, the Company makes an effective registration statement available to the Agent, the Lender and/or their designated affiliates for the sale of the Pledged Shares upon foreclosure, it complies with their reasonable requests in connection with their establishment of a due diligence defense (including, without limitation, provision of customary representations, warranties, indemnities, comfort letters and negative assurance letters) and the Agentdetermines to sell Pledged Shares pursuant to such registration statement (a “Registered Disposition”), then such Registered Disposition must be conducted in consultation with the Company (which may elect to waive any or all of the restrictions specified in clauses (i) and (ii) above in its sole discretion) and the Agent shall consult with any potential buyer the Company may suggest (it being understood, for the avoidance of doubt, that any RegisteredDisposition must comply with the restrictions specified in clauses (i) and (ii) above unless such compliance has been waived by the Company in its sole discretion). The Agent shall notify the Company in advance of any sale or other disposition of Pledged Shares, but shall be under no obligation to consult with, or take direction from, the Company in respect of any such sale or other disposition that is not a Registered Disposition. In no event shall the Agent or the Lender in exercising their remedies under the Loan Agreements and the Security Agreements be under any obligation to sell Pledged Shares pursuant to any such registration statement.(c) From time to time (i) the Company may identify additional Restricted Parties so long as no Event of Default has occurred and is continuing subject to consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed); and (ii) the Agent may identify additional Restricted Parties subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). The Commitment Letter and the LoanAgreements will be modified to reflect any additional Restricted Parties as described in this paragraph 2(c).(d) The Lender has the power to execute and deliver this Issuer Agreement and Consent and to perform its obligations hereund...
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Related to Broadly Distributed Public Offering

  • Qualified Public Offering means the initial underwritten public offering of common Equity Interests of Holdings or any direct or indirect parent of Holdings or the Company pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Initial Public Offering Price means the price per share of APP Common Stock received by APP before underwriting commissions, discounts or other fees in connection with its Initial Public Offering.

  • Public Offering Price means the price per Share of the Fund at which NLD or selected dealers or selected agents may sell Shares to the public or to those persons eligible to invest in Shares as described in the Prospectus of the Funds, determined in accordance with such Prospectus under the Securities Act relating to such Shares.

  • 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.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Initial Public Offering” (“IPO means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Specified public utility means an electrical corporation, gas corporation, or telephone corporation, as those terms are defined in Section 54-2-1.

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) issuances of equity interests of any Group Member (including the Common Units sold to the IPO Underwriters in the Initial Public Offering) to anyone other than the Partnership Group; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received by a Group Member.

  • Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Distribute in Commerce or “Distribution in Commerce” means to sell in commerce, to import, to introduce or deliver for introduction into commerce, or to hold for sale or distribution after introduction into commerce;

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • IPO means the Company’s initial public offering of securities.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Securities Act (Ontario) means the Securities Act, R.S.O. 1990, c. S.5, as amended, and the regulations thereunder, and any comparable or successor laws or regulations thereto;

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Business Combination Transaction means:

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.