Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).
Primary Offering means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.
Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).
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.
Publicly Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__], Class [__], Class [__], Class [__], Class [__], Class [__] and Class [__] issued pursuant to the Pooling and Servicing Agreement.
Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each offering of Underwritten Securities through you or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement.
Shelf Offering has the meaning set forth in Section 1(d)(i).
Conversion Securities has the meaning set forth in Section 4.08(b).
NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.
Individual Securities shall have the meaning specified in Section 3.01(p).
Offering shall have the meaning ascribed to such term in Section 2.1(c).
Qualified Offering means an offering of equity or debt securities for gross proceeds to the Company of not less than $5.0 million.
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
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.
Underwriters' Securities means the Offered Securities other than Contract Securities.
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.
New Securities Trustee means a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.
Private Offering means the private offering of Preferred Stock pursuant to the Memorandum.
Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
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.
Trust Preferred Securities any preferred securities issued by a Trust Preferred Securities Subsidiary, where such preferred securities have the following characteristics:
Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.
Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.
Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;