Rule 415 Offering definition

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.

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Rule 415 Offering means a distribution under Rule 415 under the 1933 Act that is made under this Instrument;

Rule 415 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 Rule 430A Offering or a Rule 415 Offering shall be set forth in Schedule II hereto. “Execution Time” means the date and time that this Agreement is executed and delivered by the parties hereto.

Examples of Rule 415 Offering in a sentence

• If the Offering is a Rule 415 Offering (as specified in Schedule I hereto), paragraph (x) below is applicable and, if the Offering is a Rule 430A Offering (as so specified), paragraph (y) below is applicable.

• If any Rule 415 Offering or any offering pursuant to a Demand Registration Statement is an Underwritten Offering, Retail Ventures will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably satisfactory to DSW.

• In connection with any Underwritten Offering under Section 3.1 hereof, each participating Holder and the Company and, except in the case of a Rule 415 Offering hereof, each other Selling Holder shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the underwriters.

• If the Offering is a Rule 415 Offering (as specified in Schedule II hereto), paragraph (x) below is applicable and, if the Offering is a Rule 430A Offering (as so specified), paragraph (y) below is applicable.

• If any Rule 415 Offering or any offering pursuant to a Demand Registration Statement is an Underwritten Offering, Compuware will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably satisfactory to Covisint.

• In accordance with Section 8(a)(i) of the Existing Agreement, the Stockholder hereby makes written demand that the Company register the Secondary Shares under the Securities Act for sale as promptly as possible in an underwritten public offering (the "Offering") (which will not be a Rule 415 Offering).

• If the Merger is not consummated, the Company shall file with the SEC and use its reasonable efforts to cause to be declared effective on or before December 31, 1997, a registration statement (the "Shelf Registration Statement") so as to permit promptly the resale of the Acquisition Shares by Stockholder pursuant to an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act (a "Rule 415 Offering").

• In the event of a Demand Registration, the Company shall effect any registration requested under this Section 3 by the filing of a registration statement on such form as the Company may determine; provided that the Company shall not be obligated to register any securities pursuant to a Rule 415 Offering.

• If any Rule 415 Offering or any offering pursuant to a Demand Registration Statement is an Underwritten Offering, EMC will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably satisfactory to VMware.

• The term "Rule 415 Offering" shall have the meaning ascribed to it in Section 2.1(a).

More Definitions of Rule 415 Offering

Rule 415 Offering shall have the meaning ascribed to it in Section 2.01(a).

Rule 415 Offering an offering pursuant to a “shelf” registration pursuant to Rule 415 under the Securities Act, or any successor rule or regulation to similar effect.

Rule 415 Offering. An offering on a delayed or continuous basis pursuant to Rule 415 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Rule 415 Offering means an offering under Rule 415 under the 1933 Act that is made in Canada pursuant to Section 3.7;

Rule 415 Offering shall have the meaning ascribed to it in Section 2.1(a). The term "SEC" shall mean the United States Securities and Exchange Commission. The term "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. The term "Shelf Registration Statement" shall have the meaning ascribed to it in Section 2.1(a). The term "Transfer" shall mean any attempt to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of or otherwise transfer any of the Registrable Securities.

Rule 415 Offering is defined in Section 2.1 of this Agreement.