Underwritten Takedown definition

Underwritten Takedown has the meaning set forth in Section 2(d)(ii).

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

Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented that requires the issuance of a “comfort letter” by the Company’s auditors and the issuance of legal opinions by the Company’s legal counsel.

Examples of Underwritten Takedown in a sentence

• All requests for an Underwritten Takedown shall be made by giving written notice to Pubco, which shall specify the number of Registrable Securities proposed to be sold in the Underwritten Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Takedown, and the intended method of distribution (such written notice, a “Takedown Demand”).

• Notwithstanding anything to the contrary in this Section 2.3, under no circumstances shall Pubco be obligated to effect (a) any Underwritten Takedown within the first year following the Closing, (b) for the period commencing one year after the Closing, more than one (1) Underwritten Takedown within any twelve-month period, or (c) more than two (2) Underwritten Takedowns in aggregate.

• The majority-in-interest of the Demanding Holders initiating an Underwritten Takedown shall have the right to approve the Underwriter(s) selected by Pubco for such Underwritten Offering (which shall consist of one or more internationally recognized investment banks), which shall not be unreasonably withheld.

• For the avoidance of doubt, the withdrawn Takedown Demand shall count as an Underwritten Takedown if Pubco is responsible for the Registration Expenses with respect to such Underwritten Takedown.

• Pubco shall not be required to include any Holder’s Registrable Securities in such Underwritten Takedown unless such Hxxxxx accepts the terms of the underwriting as agreed between Pubco and its Underwriter(s) and enters into and complies with an underwriting agreement with such Underwriter(s) in customary form (after having considered in good faith the comments from a single U.S. counsel for the Holders which are selling in the Underwritten Takedown).

More Definitions of Underwritten Takedown

Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to an effective registration statement.

Underwritten Takedown means an Underwritten Offering of Registrable Securities pursuant to the Shelf, as amended or supplemented.

Underwritten Takedown means an underwritten offering takedown to be conducted by one or more Holders in accordance with Section 2.3(b).

Underwritten Takedown has the meaning set forth in Section 2(g).

Underwritten Takedown shall have the meaning given in Section 2.4.

Underwritten Takedown is defined in Section 1(c).

Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to an effective registration