Rollover Offering definition

Rollover Offering means a reoffering or refinancing of all (but not less than all) of the Securities effected not earlier than May __, 2001 by means of a completed public offering or offerings (which may include one or more exchange offers) by or on behalf of Seller and the other sellers that have entered into purchase agreements with the Purchaser.
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Rollover Offering means a refinancing by us of the ZONES by way of either (a) a sale of the reference shares or (b) a sale of securities that are priced by reference to the reference shares, in either case, by means of a completed public offering or offerings by us (which may include one or more exchange offers) and which is expected to yield net proceeds which are sufficient to pay the redemption amount for all of the ZONES. The trustee will notify holders if we elect to redeem their ZONES in connection with a rollover offering not less than 30 nor more than 60 business days prior to the redemption date. We will also issue a press release prior to 4:00 p.m., New York City time, on the business day immediately before the day on which the closing price of the reference shares is to be measured for the purpose of determining the current market value in connection with a rollover offering. The notice will state we are firmly committed to price the rollover offering, will specify the date on which the rollover offering is to be priced (including whether the rollover offering will be priced during trading on the pricing date or after the close of trading on the pricing date) and consequently, whether the closing price for the reference shares by which the current market value will be measured will be the closing price on the trading date immediately preceding the pricing date or the closing price on the pricing date. We will provide that press release to DTC for dissemination through the DTC broadcast facility.
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Rollover Offering means a reoffering or refinancing of the DECS effected by the Seller or Sellers not earlier than [ ], 2002 by means of a completed public offering or offerings or another similar offering (which may include one or more exchange offers), by or on behalf of such Seller or Sellers.
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Examples of Rollover Offering in a sentence

  • If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than 30 nor more than 90 days prior to the Exchange Date as then in effect.

  • Seller may elect the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date as then in effect (specifying whether such cash settlement is being made in connection with a Rollover Offering).

  • The provisions of Sections 1.3(f) and (g) shall be applicable if [the Counterparty] [Holdings] has made a Rollover Offering Election by written notice given to the Trust not earlier than [ ], 2004 and not later than [ ], 2004.

  • If Counterparty elects the Cash Delivery Option and so notifies the Trust, the Trust shall promptly notify The Depository Trust Company and publish a notice in a daily newspaper of national circulation stating whether the holders of Equity Trust Securities will receive shares of Common Stock or cash (and specifying whether any such cash settlement is being made in connection with a Rollover Offering).

  • Unless [Counterparty] [Holdings] has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension Amount.

  • If Seller elects the Cash Settlement Alternative and so notifies Purchaser, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than thirty (30) nor more than ninety (90) days prior to the Exchange Date.

  • Any Rollover Offering Election made by [Counterparty] [Holdings] (i) shall be irrevocable once made, and (ii) may be made only if [the Counterparty] [Holdings] has also elected, or simultaneously elects, the Cash Delivery Option.

  • Unless Counterparty has duly elected, in connection with a Rollover Offering, to accelerate the Exchange Date in accordance with Section 1.3(g) hereof, Counterparty shall on such extended Exchange Date pay to the Trust by wire transfer of Federal (immediately available same-day) funds an amount equal to the Extension Amount.

  • Seller may request the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date (specifying whether such cash settlement is being made in connection with a Rollover Offering).

  • If Holdings elects the Cash Delivery Option and so notifies the Trust, the Trust shall promptly notify The Depository Trust Company and publish a notice in a daily newspaper of national circulation stating whether the holders of Equity Trust Securities will receive shares of Common Stock or cash (and specifying whether any such cash settlement is being made in connection with a Rollover Offering).


More Definitions of Rollover Offering

Rollover Offering means a refinancing of the PHONES by way of either (i) a sale of the Reference Shares or (ii) a sale of securities that are priced by reference to the Reference Shares, in either case, by means of a completed public offering or offerings by the Company and which is expected to yield net proceeds which are sufficient to pay the Redemption Amount for all of the PHONES. The Trustee will notify the Holders of the PHONES if the Company elects to redeem the PHONES in connection with a Rollover Offering not less than thirty (30) nor more than sixty (60) Business Days prior to the Redemption Date. The Company will also issue a press release prior to 4:00 p.m., New York City time, on the Business Day
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Rollover Offering means a reoffering or refinancing of Securities effected not earlier than [INSERT EXCHANGE DATE] by means of a completed
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Rollover Offering means a refinancing of the XXXX by way of either (a) a sale of all of the Reference Shares or (b) a sale of securities that are priced by reference to the Reference Shares, in either case, by means of a completed public offering or offerings by the Company and which is expected to yield net proceeds which are sufficient to pay the Redemption Price for all of the XXXX;
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Rollover Offering means a refinancing of the PHONES by way of either (i) a sale of the Reference Shares or (ii) a sale of securities that are priced by reference to the Reference Shares, in either case, by means of a completed public or private offering or offerings by the Company and which is expected to yield net proceeds which are sufficient to pay the Redemption Amount for all of the PHONES. The Trustee will notify the Holders of the PHONES if the Company elects to redeem the PHONES in connection with a Rollover Offering not less than thirty (30) nor more than sixty (60) Business Days prior to the Redemption Date. The Company will also issue a press release prior to 4:00 p.m., New York City time, on the Business Day immediately prior to the day on which the Closing Price of the Reference Shares is to be measured for the purpose of determining the Current Market Value in connection with a Rollover Offering. Such notice shall state that the Company is firmly committed to price the Rollover Offering, shall specify the date on which the Rollover Offering is to be priced (including whether the Rollover Offering shall be priced during trading on the Pricing Date or after the close of trading on the Pricing Date) and consequently, whether the Closing Price for the Reference Shares by which the Current Market Value shall be measured shall be the Closing Price on the Trading Day immediately preceding the Pricing Date or the Closing Price on the Pricing Date. The Company shall provide such press release to DTC for dissemination through the DTC broadcast facility.
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Related to Rollover Offering

  • Qualified Initial Public Offering means a firm underwritten offering of the Company pursuant to a registration statement under the Securities Act (i) of common Capital Stock having an aggregate gross offering price of at least $50,000,000 and (ii) reasonably expected to result in more than 100 holders of record of Voting Stock of the Company (exclusive of holdings of Affiliates and employees of the Company).

  • Public Equity Offering means an underwritten public offering of Qualified Capital Stock of the Company pursuant to a registration statement filed with the Commission in accordance with the Securities Act.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • IPO means the Company’s initial public offering of securities.

  • Public Offering means any offering by the Company of its equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement under any comparable federal statute then in effect (other than any registration statement on Form S-8 or Form S-4 or any successor forms thereto).

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Equity Offering means any public or private sale of common stock or Preferred Stock of the Company or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

  • Tender Offer means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company, as determined by the Determination Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Determination Agent deems relevant.

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • 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.

  • 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.

  • Takeover Offer means an offer in accordance with Section 3.6 for the entire issued share capital of Allergan (other than any Allergan Shares beneficially owned by AbbVie or any member of the AbbVie Group (if any) and any Allergan Shares held by any member of the Allergan Group) including any amendment or revision thereto pursuant to this Agreement, the full terms of which would be set out in the Takeover Offer Document or (as the case may be) any revised offer documents.

  • 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.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Qualified Public Offering means the initial underwritten public offering of common Equity Interests of Holdings or any direct or indirect parent of Holdings or the Company pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (other than a registration statement on Form S-8 or any successor form).

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

  • Initial Offering means the Company’s first firm commitment underwritten public offering of its Common Stock under the Act.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Delayed Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include: