Broadly Distributed Offering definition

Broadly Distributed Offering means a broadly distributed public offering that is either (i) registered under the Securities Act or (ii) pursuant to an available exemption from registration (including, without limitation, Rule 144A or Regulation S) under the Securities Act (including the acquisition of the Pledged Preferred Stock and/or Pledged Common Stock by the underwriter or initial purchaser of such offering, which may be the Lender or an Affiliate of the Lender, in connection with the settlement of such offering).
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Broadly Distributed Offering means a sale or transfer by a Holder of Shares of all or any of such Shares owned by it if, but only if, such sale is made pursuant to (A) a public offering within the meaning of, and registered under, the Securities Act and such public offering is an underwritten public offering in which the Holder of Shares uses its reasonable efforts to effect as wide a distribution of such Shares as is reasonably practicable so as to prevent any Person (including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) and its Affiliates actually known to such Holder from purch▇▇▇▇▇ ▇▇rough such offering Shares representing more than 5% of the voting power of the Voting Securities of the Company (such calculation to be made in a manner consistent with the provisions of Rule 13d-3(d) under the 1934 Act, as in effect on the date hereof) (the "Voting Power"), or (B) a program of bona fide open market dispositions of Shares by one or more brokers or dealers which dispositions have not been previously negotiated by such holder of Shares with the purchasers; provided, however, that during any three month period, the aggregate Shares disposed of pursuant to this clause (B) shall not represent more than 5% of the Voting Power (the "5% Restriction"); provided, further, that the 5% Restriction shall not apply to any Holder (x) that does not control (whether solely or with a group, including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) the making of a request for a Demand Registration, (y) if a▇▇ ▇▇▇▇▇d Registration rights otherwise available to such Holder (or group of which such Holder is a member, including any "group" within the meaning of Section 13(d)(3) of the 1934 Act) with respect to the Shares under this Agreement are not so ▇▇▇▇▇▇▇▇e as a result of the Company's exercise of its deferral rights under Section 1(b)(vi) of this Agreement or (z) if the right of such Holder to require registration of Shares under this Agreement has been suspended pursuant to Section 1(k) of this Agreement.
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Related to Broadly Distributed Offering

  • Delayed 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 Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto.

  • Public Offering means a public offering of equity securities of the Company or any successor thereto or any Subsidiary of the Company pursuant to a registration statement declared effective under the Securities Act.

  • Initial Public Offering Price The Underwritten Certificates will be offered to the public in negotiated transactions or otherwise at varying prices to be determined at the time of sale.

  • 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.

  • Limited Offering means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) thereof or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.