Underwritten Takedown definition
Examples of Underwritten Takedown in a sentence
Notwithstanding anything to the contrary in this Section 2.4, under no circumstances shall the Company be obligated to effect (a) more than an aggregate of two (2) Underwritten Takedowns within the first year following the Closing or (b) for the period commencing one year after the Closing, more than one (1) Underwritten Takedown within any three-month period.
All requests for an Underwritten Takedown shall be made by giving written notice to the Company, which notice shall specify the number of Registrable Securities proposed to be sold in the Underwritten Takedown (such written notice, a “Takedown Demand”).
It is acknowledged by the Holders that each Holder shall bear any Underwriters’ commissions and discounts, brokerage fees and Underwriter marketing costs (if reimbursable to the Underwriter(s)), and any related transfer taxes attributable to the sale of such Holder’s Registrable Securities in connection with any Underwritten Takedown and that the selling Holders shall bear the fees and disbursements of legal counsel to the selling Holders.
For the avoidance of doubt, any Block Trade pursuant to this Section 2.9 shall not be counted as an Underwritten Takedown for purposes of subsection 2.4.3.
For purposes of clarity, any Registration effected pursuant to Section 2.8 shall not be counted as an Underwritten Takedown for purposes of subsection 2.4.3, and there shall be no limit on the number of Piggyback Registrations.