Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Form F-3 Shelf shall have the meaning given in Section 2.1.1.
Form S-3 Shelf shall have the meaning given in Section 2.1.1.
Form S-4 has the meaning set forth in Section 6.5(a).
Included Registrable Securities has the meaning specified therefor in Section 2.02(a) of this Agreement.
Shelf Offering has the meaning set forth in Section 1(d)(i).
Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.
Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.
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.
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 the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.
Form F-3 means such respective form under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.
Available Securities means the securities of the Funds that are available for Loans pursuant to Section 3.
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Form S-3 means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.
Excluded Registration means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
Secondary Market Transaction has the meaning set forth in Section 5.5.
Incidental Registration has the meaning set forth in Section 4(a) of this Agreement.
COMMENCEMENT OF THE INITIAL PUBLIC OFFERING means the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.
Form S-1 Shelf shall have the meaning given in Section 2.1.1.
Firm Collateral means a Member’s or Withdrawn Member’s interest in one or more partnerships or limited liability companies, in either case affiliated with the Company, and certain other assets of such Member or Withdrawn Member, in each case that has been pledged or made available to the Trustee(s) to satisfy all or any portion of the Excess Holdback of such Member or Withdrawn Member as more fully described in the Company’s books and records; provided, that for all purposes hereof (and any other agreement (e.g., the Trust Agreement) that incorporates the meaning of the term “Firm Collateral” by reference), references to “Firm Collateral” shall include “Special Firm Collateral”, excluding references to “Firm Collateral” in Section 4.1(d)(v) and Section 4.1(d)(viii).
Initial Registrable Securities means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any capital stock of the Company issued or issuable with respect to the Warrant Shares or the Warrants as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, in each case without regard to any limitations on the exercise of the Warrants.
Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.