Sponsor Rule 144 Broker has the meaning set forth in Section 4.07(a).
SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.
Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.
Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.
Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.
Dealer Manager Fee means the fee from the sale of Shares in a Primary Offering, payable to the Dealer Manager for serving as the dealer manager of such Primary Offering.
Rule 144 means Rule 144 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 having substantially the same effect as such Rule.
Registrable Securities means all of the Shares and the Warrant Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.
Restricted Broker-Dealer Any Broker-Dealer which holds Broker-Dealer Transfer Restricted Securities.
Selling Commission means three percent (3%) of the gross proceeds of Shares sold pursuant to this Agreement, or as otherwise agreed between the Company and the Agent with respect to any Shares sold pursuant to this Agreement.
Market Maker means a broker or dealer permitted by the SEHK to act as such by making a market for the Units in the secondary market on the SEHK.
Company Underwriter has the meaning set forth in Section 4(a) of this Agreement.
SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.
Dealer Manager Agreement shall have the meaning set forth in the preamble.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Registrable Shares means the Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that shares of Common Stock that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares.
Forward Hedge Selling Commission means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward Contract and (y) the Volume-Weighted Hedge Price.
Warburg means Warburg Pincus Private Equity VIII, L.P.
Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.
Investment Adviser or "Adviser" means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 7(a) hereof;
Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.
Participating Broker-Dealers shall have the meaning set forth in Section 4(a) hereof.
Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.
Approved Underwriter has the meaning set forth in Section 3(f) of this Agreement.
inter-dealer bond broker means a person or company that is approved by the Investment Industry Regulatory Organization of Canada under its Rule No. 36 Inter-Dealer Bond Brokerage Systems, as amended, and is subject to its Rule No. 36 and its Rule 2100 Inter-Dealer Bond Brokerage Systems, as amended from time to time;
Investment Advisers Act means the Investment Advisers Act of 1940, as amended.
Underwriters' Securities means the Offered Securities other than Contract Securities.