Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.
Net Offering Proceeds means all cash or other assets received by General Partner or Borrower as a result of the issuance or sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, preferred partnership units, limited liability company interests, Convertible Securities or other ownership or equity interests in General Partner or Borrower less customary costs and discounts of issuance paid by General Partner or Borrower, as the case may be.
Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.
Shelf Offering has the meaning set forth in Section 1(d)(i).
Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.
New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.
Shelf Offering Notice has the meaning set forth in Section 1(d)(i).
Offering shall have the meaning ascribed to such term in Section 2.1(c).
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.
Last best offer package means the offer exchanged by parties not less than 14 days prior
Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.
Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Offer means “proposals” in negotiation.
Publicly Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__] and Class [__] issued pursuant to the Pooling and Servicing Agreement.
Maximum Offering means, with respect to some or all participants in the Non-423(b) Plan Component, a maximum number or value of shares of the Common Stock made available for purchase in a specified period (e.g., a 12-month period) in specified countries, locations or to Employees of specified Designated Subsidiaries. Such maximum shall be determined by the Board (or a committee authorized by the Board) in such a manner as to avoid securities filings, to achieve certain tax results or to meet other Company objectives.
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.
Permitted Offer An Offer (i) pursuant to the terms of which the offeror offers to acquire a debt obligation (including a Collateral Obligation) in exchange for consideration consisting solely of Cash in an amount equal to or greater than the full face amount of such debt obligation plus any accrued and unpaid interest and (ii) as to which the Collateral Manager has determined in its reasonable commercial judgment that the offeror has sufficient access to financing to consummate the Offer.
Maximum Offering Size has the meaning set forth in Section 2(d);
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.
Sell or Offer to Sell means to: • sell, offer to sell, contract to sell or lend, • effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position • pledge, hypothecate or grant any security interest in, or • in any other way transfer or dispose of, in each case whether effected directly or indirectly.
Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.
Offered Shares has the meaning set forth in Section 3.02(a).