Company Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.
Company Shelf Takedown Notice has the meaning specified in Section 3(c).
Company Shelf Takedown Notice has the meaning set forth in Section 10.03(a) of this Agreement.
More Definitions of Company Shelf Takedown Notice
Company Shelf Takedown Notice and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holders with written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned) and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities. The Legacy Jam City Holders, on the one hand, and the Sponsor Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any twelve (12)-month period.
Company Shelf Takedown Notice no later than two (2) business days after receipt of such Demand Shelf Takedown Notice and shall include in such Underwritten Shelf Takedown (i) all Registrable Securities requested by the Demanding Holders and (ii) all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which requests shall be revocable only with the consent of the Demanding Holders) within two (2) business days (one (1) business day in the event the Demanding Holders requested a non-marketed block trade) after sending the Company Shelf Takedown Notice (or such earlier time at which all Holders that have Registrable Securities included on such Shelf Registration Statement have provided responses to the Company Shelf Takedown Notice), and effect such Underwritten Shelf Takedown as soon as practicable; provided, however, that no Requesting Holder shall be entitled to have any Registrable Securities included in such Underwritten Shelf Takedown to the extent that such Registrable Securities must be exchanged for shares of Common Stock pursuant to the Exchange Agreement. Subject to the provisions of subsection 2.1.4, Holders shall be entitled to an unlimited number of Underwritten Shelf Takedowns. The Company shall not be obligated to effect, or to take any action to effect, any Underwritten Shelf Takedown pursuant to this subsection 2.1.6 (i) during the period that is thirty (30) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a Company initiated Registration and provided that the Company is actively employing, in good faith, commercially reasonable efforts to cause such registration statement to become effective; (ii) if the Company has effected an Underwritten Shelf Takedown less than 90 days prior to the date of such requested Underwritten Shelf Takedown or the Company has effected three such Underwritten Shelf Takedowns in the preceding twelve (12) months; or (iii) if the anticipated aggregate offering price of the Registrable Securities to be included in the Underwritten Shelf Takedown is less than $5,000,000.
Company Shelf Takedown Notice has the meaning specified in Section 2(d).
Company Shelf Takedown Notice and, subject to reductions consistent with the Pro Rata calculations in subsection 2.2.4, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the initiating Holders and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Underwritten Shelf Takedown contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities.
Company Shelf Takedown Notice has the meaning specified in Section 6(c).