Examples of Underwritten Shelf Takedown Notice in a sentence

The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by the Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution.
The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution.
The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Underwritten Shelf Takedown.
A Holder intending to effect a Shelf Takedown shall be entitled to request by written notice to the Company (an “ Underwritten Shelf Takedown Notice ”), that the Shelf Takedown be an Underwritten Offering (an “ Underwritten Shelf Takedown ”).
The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by such Stockholder pursuant to the Underwritten Shelf Takedown and the intended method of distribution.

More Definitions of Underwritten Shelf Takedown Notice

Underwritten Shelf Takedown Notice that a Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant to the Underwritten Shelf Takedown and the intended method of distribution. The Company shall not be required to facilitate an Underwritten Shelf Takedown unless the amount of such offering is expected to be at least the Minimum Amount. If a Holder proposes an Underwritten Shelf Takedown, then such Holder shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Takedown by the Holders subject to the approval of the Company, such approval not to be unreasonably withheld or delayed.

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

Underwritten Shelf Takedown Notice. Each such Holder that receives an Underwritten Shelf Takedown Notice shall have the opportunity to include in such Underwritten Shelf Takedown that number of Registrable Securities as such Holder may request in writing to the Company within three Business Days (or one Business Day if the Underwritten Shelf Takedown Demand is for an Overnight Underwritten Offering or “bought deal”) after the date that the Underwritten Shelf Takedown Notice was delivered to such Holder by the Company. If no request for inclusion from a Holder is delivered to the Company within the applicable response period provided in this Section 2(b)(ii), such Holder shall have no further right to participate in such Underwritten Shelf Takedown. Whether or not a Holder elects to participate in an Underwritten Shelf Takedown, receipt of any Underwritten Shelf Takedown Notice required to be provided in this Section 2(b)(ii) to Holders shall be kept confidential by the Holder (including that such notice has been delivered) until such time as the Underwritten Offering contemplated by such Underwritten Shelf Takedown Notice has been publicly announced or abandoned (notice of which, in the latter case, shall be provided promptly to such Holder). Subject to Section 2(d), the Company shall include in the Underwritten Shelf Takedown all Registrable Securities sought to be included in such Underwritten Shelf Takedown as identified by the Holders that have delivered appropriate notice thereof to the Company in accordance with this Section 2(b)(ii). Notwithstanding the foregoing, if the Underwritten Shelf Takedown Demand is for an Overnight Underwritten Offering or “bought deal” and the investment bank or Managing Underwriter advises the Company and the Initiating Holder(s) in writing that the giving of notice pursuant to the first sentence of this Section 2(b)(ii) would have a material adverse effect on the price or success of the offering (a “Material Adverse Effect”), no such notice shall be required (and the other Holders shall have no right to include their Registrable Securities in such Underwritten Shelf Takedown) and, for the avoidance of doubt, such offering shall not count as one of the permitted Underwritten Shelf Takedowns pursuant to Section 2(b)(i).

Related to Underwritten Shelf Takedown Notice

Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.
Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).
Underwritten Takedown has the meaning set forth in Section 2(d)(ii).
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).
Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.
Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.
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.
Piggyback Registration shall have the meaning given in subsection 2.2.1.
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.
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.
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Shelf Offering has the meaning set forth in Section 1(d)(i).
Piggy-Back Registration is defined in Section 2.2.1.
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.
Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Shelf Take-Down has the meaning set forth in Section 2.4(a).
Piggyback Request has the meaning set forth in Section 2(b).
Demand Registration shall have the meaning given in subsection 2.1.1.

Underwritten Shelf Takedown Notice definition

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