Rule 415 Offering definition

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.
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Rule 415 Offering means a distribution under Rule 415 under the 1933 Act that is made under this Instrument;
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Rule 415 Offering means an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Rule 430A Offering or a Rule 415 Offering shall be set forth in Schedule I hereto.
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Examples of Rule 415 Offering in a sentence

  • The Offering is a Rule 415 Offering and, although the Base Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Securities Act and the rules thereunder to be included in the Prospectus, the Base Prospectus includes all such information required by the Securities Act and the rules thereunder to be included therein as of the Effective Date.

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  • If any Rule 415 Offering or any offering pursuant to a Demand Registration Statement is an Underwritten Offering, Retail Ventures will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably satisfactory to DSW.

  • The Conflicts Rules may be satisfied for a continuous Rule 415 Offering on the basis of the total amount of securities proposed to be distributed on a continuous basis.

  • The Conflicts Rules must be satisfied for a delayed Rule 415 Offering for each tranche.

  • If any Rule 415 Offering or any offering pursuant to a Demand Registration Statement is an Underwritten Offering, Compuware will select a managing underwriter or underwriters to administer the offering, which managing underwriter shall be reasonably satisfactory to Covisint.

  • In accordance with Section 8(a)(i) of the Existing Agreement, the Stockholder hereby makes written demand that the Company register the Secondary Shares under the Securities Act for sale as promptly as possible in an underwritten public offering (the "Offering") (which will not be a Rule 415 Offering).

  • If the Offering is a Rule 415 Offering (as specified in Schedule I hereto), paragraph (x) below is applicable and, if the Offering is a Rule 430A Offering (as so specified), paragraph (y) below is applicable.

  • A prospectus supplement used in connection with a Rule 415 Offering to modify a U.S. prospectus is required to be filed with the applicable securities regulatory authorities, as set forth below, as nearly as practicable contemporaneously with the filing thereof with the SEC and shall be deemed to be incorporated into the prospectus as of the date thereof, but only for the purpose of the offering of securities covered by the supplement.

  • In addition, notwithstanding the third preceding sentence, no Holder may request that its Registrable Securities to be included in such registration shall be disposed of pursuant to a Rule 415 Offering if the Other Securities included in such registration are not being disposed of pursuant to a Rule 415 Offering.


More Definitions of Rule 415 Offering

Rule 415 Offering shall have the meaning ascribed to it in Section 2.01(a).
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Rule 415 Offering an offering pursuant to a “shelf” registration pursuant to Rule 415 under the Securities Act, or any successor rule or regulation to similar effect.
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Rule 415 Offering. An offering on a delayed or continuous basis pursuant to Rule 415 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 as a replacement thereto having substantially the same effect as such rule.
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Rule 415 Offering means an offering under Rule 415 under the 1933 Act that is made in Canada pursuant to Section 3.7;
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Rule 415 Offering is defined in Section 2.1 of this Agreement.
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Rule 415 Offering shall have the meaning ascribed to it in Section 2.1(a). The term "SEC" shall mean the United States Securities and Exchange Commission. The term "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder. The term "Shelf Registration Statement" shall have the meaning ascribed to it in Section 2.1(a). The term "Transfer" shall mean any attempt to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of or otherwise transfer any of the Registrable Securities. ARTICLE II
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Related to Rule 415 Offering

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

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Rule 415 means Rule 415 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.

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

  • Qualified Initial Public Offering means any initial public offering of securities by the Company pursuant to an effective Registration Statement covering the sale of such securities, pursuant to which the Company shall actually receive aggregate net cash proceeds (not subject to any contingencies) equal to no less than $50,000,000.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Secondary Offering means an offering of securities of a publicly traded company that prior to the offering were not registered under the Securities Act of 1933, as amended.

  • Form S-3 Shelf shall have the meaning given in Section 2.1.1.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Rule 462(b) Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.

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

  • Initial Public Offering” or “IPO means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

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

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

  • Form S-1 shall have the meaning given in subsection 2.1.1.

  • 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.

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

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Form F-3 Shelf shall have the meaning given in Section 2.1.1.

  • Periodic Offering means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Issuer or its agents upon the issuance of such Securities.

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

  • Rule 462 refer to such rules under the Act.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).