Piggyback Underwritten Offering definition

Piggyback Underwritten Offering has the meaning set forth in Section 2.4(a).
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Piggyback Underwritten Offering means a firmly underwritten public offering of the Common Stock that is registered under the Securities Act and pursuant to which the Company or other selling stockholders sell Common Stock to one or more underwriters for reoffering to the public for cash; provided, however, that the following will not constitute a Piggyback Underwritten Offering: (a) any Demand Underwritten Offering or any “Demand Underwritten Offering” as defined in the GCM Investor Agreement; (b) any “at-the-market” offering pursuant to which Common Stock is sold from time to time into an existing market at prices then prevailing; and (c) the filing or effectiveness of any registration statement under the Securities Act for one or more offerings on a continuous or delayed basis pursuant to Rule 415 under the Securities Act (including “unallocated” or “kitchen sink” registration statements), or any amendment to such a registration statement; provided no firmly underwritten public offering of the type referred to in this definition is contemplated at the time of such filing or effectiveness.
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Piggyback Underwritten Offering means a firmly underwritten public offering of the Common Shares that are registered under the Securities Act and pursuant to which the Borrower or other selling shareholders sell Common Shares to one or more underwriters for reoffering to the public for cash; provided, however, that the following will not constitute a Piggyback Underwritten Offering: (a) any Demand Underwritten Offering; and (b) any “at-the-market” offering pursuant to which Common Shares are sold from time to time into an existing market at prices then prevailing.
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Examples of Piggyback Underwritten Offering in a sentence

  • Subject to the other terms of this Agreement, upon exercise of any Piggyback Rights to include any Notice Holder’s Registrable Securities in a Piggyback Underwritten Offering, the Borrower will use commercially reasonable efforts to include such Registrable Securities in such Piggyback Underwritten Offering and will cooperate in good faith with such Notice Holder in connection therewith.

  • The Managing Underwriters, and any other underwriter, for any Piggyback Underwritten Offering will be selected by the Borrower in its sole discretion provided, however, that the Managing Underwriters must be investment banking firms nationally recognized in the United States.

  • Notwithstanding anything to the contrary in this Agreement, the Borrower’s obligations under Section 5, and any related obligations of the Borrower under Section 7, will terminate (and, for the avoidance of doubt, the Borrower will thereafter have no obligation to include any Registrable Securities in any Piggyback Underwritten Offering) upon the earlier of (i) a Take Private Transaction and (ii) the first date on which no Registrable Securities are outstanding.


More Definitions of Piggyback Underwritten Offering

Piggyback Underwritten Offering shall have the meaning as set forth in Section 3(a) hereof.
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Piggyback Underwritten Offering see Section 2.02(a).
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Piggyback Underwritten Offering has the meaning specified therefor in Section 2.04(a). “Registration Default” has the meaning specified therefor in Section 2.01(c). “Registration Default Period” has the meaning specified therefor in Section 2.01(c). - 2 -
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Related to Piggyback Underwritten Offering

  • 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.

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • 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.

  • 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.

  • Piggyback Registration shall have the meaning given in subsection 2.2.1.

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

  • Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

  • Piggyback Registrations has the meaning set forth in Section 3(a).

  • Piggy-Back Registration is defined in Section 2.2.1.

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Demand Registration shall have the meaning given in subsection 2.1.1.

  • Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

  • Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.

  • Piggyback Request has the meaning set forth in Section 2(b).

  • Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

  • Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).