Underwritten Demand definition

Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.

Underwritten Demand shall have the meaning given in subsection 2.1.3.

Underwritten Demand means a Demand Registration conducted as an underwritten Public Offering.

Examples of Underwritten Demand in a sentence

• Following the delivery of an Underwritten Offering Notice in connection with an Underwritten Demand Offering, the Company shall use its reasonable best efforts to make such filing within forty-five (45) days of receipt of such Underwritten Offering Notice (the “Filing Deadline”), and shall use its reasonable best efforts to cause such Registration Statement to become effective within one hundred and eighty (180) days after receipt of an Underwritten Offering Notice (the “Effectiveness Deadline”).

• The Company shall not include in any Underwritten Demand Offering or Underwritten Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Holder(s) of a majority of the Registrable Securities included in such registration.

• Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities requested to be registered, in the case of an Underwritten Demand Offering, or sold, in the case of an Underwritten Shelf Takedown.

• For the avoidance of doubt, no Registrable Securities held by General Unsecured Claim Holders may be included in an Underwritten Shelf Takedown prior to the inclusion of all of the Priority Shares requested to be included in such Underwritten Shelf Takedown (or any Piggyback Offering or Underwritten Demand).

• In no event shall the IPO be considered an Underwritten Demand, an Underwritten Takedown or a Shelf Registration Statement.

More Definitions of Underwritten Demand

Underwritten Demand shall have the meaning given in Section 2.1(c).

Underwritten Demand. NewCo shall, within ten (10) days of NewCo’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to an Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering, a “Requesting Holder”) shall so notify NewCo, in writing, within five (5) days (two (2) days if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from NewCo. Upon receipt by NewCo of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to such Underwritten Demand. At the option of the Demanding Holder, the Underwritten Offering may be made pursuant to a Registration Statement filed in accordance with subsection 2.1.2(b) hereof if Xxxxxxxxx Charging elects to be a Requesting Holder; provided that such Underwritten Offering shall be understood to have been made pursuant to an Underwritten Demand and shall not be counted as a Xxxxxxxxx Charging Underwritten Demand (as defined herein) pursuant to subsection 2.1.2(b) of this Agreement except to the extent set forth in such subsections. All such Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this subsection 2.1.2 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holder initiating the Underwritten Offering. Notwithstanding the foregoing, NewCo is not obligated to effect more than three (3) Underwritten Demands pursuant to this subsection 2.1.2 (a) and is not obligated to effect an Underwritten Offering within ninety (90) days after the closing of an Underwritten Offering.

Underwritten Demand has the meaning set forth in Section 5(b).

Underwritten Demand has the meaning set forth in Section 7.2(a).

Underwritten Demand shall have the meaning set forth in Section 2.4(a) hereof.

Underwritten Demand means a Demand Registration conducted as an underwritten Public Offering. “Underwritten Shelf Takedown” has the meaning set forth in Section 2(a)(iv).

Underwritten Demand shall refer to either a Lock-Up Underwritten Demand or a Post-Lock-Up Underwritten Demand, as the case may be). The Company shall (i) within five (5) days after receipt of a Post Lock-up Underwritten Demand, give written notice thereof (such notice by the Company of a request to file a registration statement pursuant to this Section 2.1(a)(II) being a “Company Notice”) to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any event (A) within forty-five (45) days after receipt of such request, file a Form F-1 registration statement (if so requested by the Initiating Holders), or (B) within twenty (20) days after receipt of such request, file a Form F-3 registration statement under the Securities Act (if so requested by the Initiating Holders, and in the event such form is available to the Company), covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by written notice given by each such Holder to the Company within fifteen (15) business days of the date of receipt of the Company Notice, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.