Overnight Underwritten Offering definition

Overnight Underwritten Offering means an underwritten offering that is launched after the close of trading on one trading day and priced before the open of trading on the next succeeding trading day.
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Overnight Underwritten Offering has the meaning specified therefor in Section 2.02(b) of this Agreement.
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Overnight Underwritten Offering is defined in Section 2.02(b).
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Examples of Overnight Underwritten Offering in a sentence

  • No Selling Holder may participate in such Underwritten Offering or Overnight Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably and customarily required under the terms of such underwriting agreement.

  • Parent will pay all Registration Expenses as determined in good faith, including, in the case of an Underwritten Offering or Overnight Underwritten Offering, whether or not any sale is made pursuant to the Shelf Registration Statement.

  • Each Holder shall then have five Business Days (or one Business Day in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering.

  • Upon receipt and assessment of the required information described in Paragraph 1 above, and if the relevant information is available, Coloplast’s counsel will identify to Plaintiffs’ counsel within 45 days all dual representation issues presented by any and all Plaintiffs or claimants on their Roster by identifying all Plaintiffs or claimants who have retained two or more law firms and have brought multiple, duplicative claims against Coloplast and/or Mentor.

  • Notwithstanding the foregoing, any Holder may deliver an Opt-Out Notice to Parent requesting that such Holder not receive notice from Parent of any proposed Overnight Underwritten Offering and, following receipt of such an Opt-Out Notice from a Holder, Parent shall not deliver any notice to such Holder pursuant to this Section 2.02(b), unless such Opt-Out Notice is revoked by such Holder.

  • If any Selling Holder disapproves of the terms of an Underwritten Offering or Overnight Underwritten Offering contemplated by this Section 2.03(a), such Selling Holder may elect to withdraw therefrom by notice to Parent and the Managing Underwriter(s); provided, however, that such notice of withdrawal must be made at a time up to and including the time of pricing of such offering in order to be effective.

  • Parent management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering or Overnight Underwritten Offering are reasonably expected to exceed $20 million.

  • Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to Parent of such withdrawal up to and including the time of pricing of such offering.

  • Notwithstanding the foregoing, any Holder may deliver an Opt-Out Notice to Parent requesting that such Holder not receive notice from Parent of any proposed Overnight Underwritten Offering.

  • Any request for an Underwritten Shelf Offering will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering).


More Definitions of Overnight Underwritten Offering

Overnight Underwritten Offering has the meaning specified therefor in Section 2.2(b) of this Agreement. “Parity Holders” has the meaning specified therefor in Section 2.2(c) of this Agreement. “Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof. “Piggyback Offering” has the meaning specified therefor in Section 2.2(a) of this Agreement. “Purchase and Sale Agreement” has the meaning specified therefor in the recitals of this Agreement. “Registrable Securities” means the Securities, upon original issuance thereof, or any shares or other securities issued in respect of such Registrable Securities because of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Securities or any combination of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the Common Stock or other Registrable Securities, until such time as such securities cease to be Registrable Securities pursuant to Section 1.2 hereof. “Registration Expenses” has the meaning specified therefor in Section 2.7(a) of this Agreement. “Rule 144” means Rule 144 promulgated under the Securities Act or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such rule. “SEC” means the U.S. Securities and Exchange Commission (or any successor agency). “Securities” means the 1,500,000 shares of Common Stock issued pursuant to the Purchase and Sale Agreement. “Selling Expenses” means all underwriting discounts, selling commissions or similar fees or arrangements or stock transfer taxes allocable to the sale of the Registrable Securities, and fees and disbursements of counsel to the Selling Holders, other than those fees and disbursements of counsel required to be paid by the Company pursuant to Section 2.7(a) of this Agreement. “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement. “Underwritten Offering” means an offering in which Common Stock is sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” or a “broker-facilitated” transaction with one or more investment banks. As u...
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Overnight Underwritten Offering means an Underwritten Offering other than a Marketed Underwritten Offering.
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Related to Overnight Underwritten Offering

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

  • 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.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Underwritten Registration or Underwritten Offering means a registration in connection with which securities of the Company are sold to an underwriter for reoffering to the public pursuant to an effective registration statement.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • 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.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.

  • Piggyback Registrations has the meaning set forth in Section 3(a).

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • Managing Underwriter means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.

  • Credit Underwriter means the independent contractor under contract with the Corporation having the responsibility for providing Credit Underwriting services.

  • Company Underwriter has the meaning set forth in Section 4(a) of this Agreement.

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO Underwriting Agreement who purchases Common Units pursuant thereto.

  • Demand Registration shall have the meaning given in subsection 2.1.1.