Initial US Offering definition

Initial US Offering means an initial public offering on a US Market of US Listed Securities where one of the bookrunners is Goldman Sachs, Morgan Stanley, UBS, Deutsche Bank, Credit Suisse, Bank of America Merrill Lynch, Citibank, Barclays or JP Morgan.
View Source
Initial US Offering means an initial firm commitment underwritten public offering of U.S. Listed Securities on a U.S. Market pursuant to an effective Registration Statement filed under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan) in which one of the Potential Underwriters acted as a bookrunner.
View Source

Examples of Initial US Offering in a sentence

  • Subject to the provisions of Section 2(c), for the first three hundred sixty five (365) day period following an Initial U.S. Offering, all reasonable and documented out of pocket expenses incurred By: the Company in connection with the registration and disposition of Registrable Securities under this Agreement pursuant to a Demand Registration shall be paid By: the Holders participating in such registration pro rata based on the amount of Registrable Securities sold By: each such Holder in the offering.

  • The Articles contain provisions such that certain corporate actions by members of the Group, called reserved matters, require either the approval of a majority of the Directors, including the Chairman and the B Director, or the affirmative vote of the of at least either 70% or 86% of the votes capable of being cast on such resolution (to be reduced to those percentages which represent equivalent percentages of shareholders unaffiliated with Njord Luxco following an Initial U.S. Offering).

  • Under U.S. securities laws, those A Shares which are issued pursuant to "private" transactions (i.e. excluding the Exchange Offer and any subsequent Initial U.S. Offering) or to particular categories of persons (such as affiliates of the Company or Group employees or directors) will be subject to certain transfer restrictions (which may vary depending on the category of transaction or person) and/or volume sales limitations and/or other restrictions.

  • In addition, before the Threshold Date, any change to the rights attaching to any class of shares may only be made if it is approved by a majority of the Directors including the Chairman and B Director or by a super majority resolution, which requires the affirmative vote of at least 86% of the votes capable of being cast on such resolution (to be reduced to that percentage which represents an equivalent percentage of shareholders unaffiliated with Njord Luxco following an Initial U.S. Offering).

  • Participating Lenders or their Designated Recipients may, upon request, be subject to certain lock-up obligations in case of an Initial U.S. Offering or a registered underwritten US offering if their shareholding exceeds a predefined threshold.