Overhang Risk definition

Overhang Risk a substantial risk that the sale of some or all of the Shares sought to be sold will substantially reduce the proceeds or price per Share to be derived from the sale.
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Overhang Risk a substantial risk that the sale of some or all securities sought to be sold will substantially reduce the proceeds or price per unit to be derived from a registration by the Person on whose behalf a registration statement shall be filed.
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Overhang Risk means a substantial risk that the offering and sale of some or all shares sought to be sold in a Piggyback Registration will substantially reduce the proceeds or price per unit to be derived from a registration by the Person on whose behalf a registration statement is filed.
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Examples of Overhang Risk in a sentence

  • If the managing underwriter for the Requesting Investor (and the other Investors pursuant to Section 2.3) advises that the number of Shares sought to be included in such registration would create an Overhang Risk, then the number of securities to be registered by the Investors participating in such registration shall be reduced to the number of Shares recommended by the managing underwriter as set forth in Section 2.1(e) below.

  • If the managing underwriter for the Demand Registration advises that the amount of Class B Shares sought to be included in such Demand Registration by the Investor would create an Overhang Risk, then the amount of Class B Shares to be registered by the Investor may be reduced as determined by the managing underwriter to the extent necessary to reduce the amount of Class B Shares to be registered to the amount recommended by the managing underwriter.

  • The Company may grant other holders of its shares of common stock the right to include any or all of such holders’ shares in any registration statement filed on behalf of the Investor, subject in the case of an underwritten offering to there not being an Overhang Risk.

  • If a Shelf Takedown is an underwritten offering and the managing underwriter for the Requesting Investor (and the other Investors pursuant to Section 3.2) advises that the number of Shares sought to be included in such underwritten Shelf Takedown would create an Overhang Risk, then the number of securities to be registered by the Investors participating in such registration shall be reduced to the number of Shares recommended by the managing underwriter as set forth in Section 3.1(d) below.

  • If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriter(s) advise(s) the Company and the Investor in writing that in its/their opinion the number of securities requested to be included in such registration would create an Overhang Risk, the Company will include in such registration: (a) first, the securities the Company proposes to sell; (b) second, up to 400,000 shares owned beneficially by Susa▇ ▇.

  • The Investors may not include Shares in more than two underwritten offerings pursuant to this Section 3.5. The Company may grant other holders of its shares of common stock the right to include any or all of such holders’ shares in any registration statement filed on behalf of the Investors, subject in the case of an underwritten offering to there not being an Overhang Risk.