Incidental Registration. (a) If B&G Foods proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.” (b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods at any time following the Pooling Period and prior to the Termination Date, Harbinger proposes to register any of its ▇▇▇▇ (or shares of Class A Common Harbinger Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a on Forms S-4, ▇-▇ ▇▇ any other form which does not permit registration (iof securities by selling stockholders for sale to the public for cash) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with the proposed offer and sale for cash either for its own account or on behalf of any employee benefit holder of Harbinger Stock (but not any holder of any security convertible into or similar plan of B&G Foodsexchangeable or exercisable for Harbinger Stock), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, it will give prompt written notice at least concurrently with the initial filing date to each of the registration statement relating Stockholders of its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder, given within 15 five business days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds any such notice, to register any of Registrable Securities intended to be disposed of by such Relevant Shareholders)Stockholder's Registration Shares, B&G Foods Harbinger will use its best reasonable efforts to effect cause the Registration Shares as to which registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register be included in the shares of Harbinger Stock to be covered by such Relevant Shareholdersthe registration statement proposed to be filed by Harbinger, all to the extent required to permit the sale or other disposition by such Stockholder (in accordance with its written request) of such Registration Securities to be Shares so registered; provided that (y) if such . If a registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior 4 involves a firm commitment underwritten public offering, Harbinger shall have the sole right to select the effective date of managing underwriters. The managing underwriters for such offering shall have the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not authority to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration reduce the number of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested Shares to be included in such Incidental registration if and to the extent they are of the opinion that inclusion of such Registration Shares would adversely affect the marketing of the Harbinger Stock to be sold under such offering. Any such reduction or cutback in the shares included in any such offering shall be effected in accordance with the following priorities: (a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Harbinger Stock included in such registration by stockholders (including the Holders; provided that if all Stockholders) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such stockholders, which exclusion shall be effected on a pro rata basis based upon the Registration Securities number of shares of Harbinger Stock so requested to be registered in such offering by all such stockholders proposing to sell Piggyback Shares, subject to any incidental registration rights which are superior to the registration rights of the Stockholders pursuant to this Section 4, which superior rights were granted prior to the date of this Agreement; and (b) Second, and only to the extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall exclude shares of Harbinger Stock included in such Incidental Registration registration by the Holders are not to be includedHarbinger and any stockholder of Harbinger who shall have exercised a demand registration right in connection with such offering, selection of Registration Securities to be included which exclusion shall be made effected on a pro rata basis based on upon the number of Registration Securities that each Holder shall have requested shares of Harbinger Stock proposed to be registered on behalf of Harbinger and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 4, if there is a firm commitment underwritten public offering of Harbinger Stock pursuant to which a Stockholder has incidental registration rights under this Section 4 and such Stockholder elects to sell Registration Shares in connection with such underwritten public offering, such Stockholder shall enter into an agreement (the "Lockup Agreement"), pursuant to which such Stockholder shall refrain from selling any Registration Shares (other than Registration Shares included thereinin such Registration) then owned by such Stockholder during the period of distribution of Harbinger Stock by such underwriters and for a period of ninety days following the effective date of such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising a determination of the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating managing underwriter pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered effected pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred without obligation to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesany Stockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of CUSIP No. 296744 10 5 13D/A Page 43 of 89 this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.1, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Gef Optical Investment Co LLC)
Incidental Registration. (a) If B&G Foods Subject to Section 4.2, if at any time prior to the filing of a Registration Statement in connection with a Required Registration, Franklin proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act any shares of the same class as any of the Closing Stock Consideration Registrable Securities or Earn-Out Registrable Securities (other than a registration (i) on Form S-8 whether in an underwritten public offering or S-4 otherwise and whether or not for the account of Franklin or for any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise stockholder of employee stock options or in connection with any employee benefit or similar plan of B&G FoodsFranklin), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect a manner that would permit the registration under the Securities Act of all such Registration Closing Stock Consideration Registrable Securities which B&G Foods has been so requested to register by such Relevant Shareholders, and/or Earn-Out Registrable Securities for sale to the extent required public, Franklin will give written notice to permit each Holder of its intention to do so not later than ten (10) days prior to the disposition anticipated filing date of such the applicable Registration Securities Statement. Any Holder may elect to be so registered; provided that (y) if participate in such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions basis as applicable the planned method of distribution contemplated by the proposed Registration Statement by delivering to B&G Foods and (z) if, at any time after giving Franklin written notice of its intention to register any Class B Common Stock election, in the form of the Notice and Questionnaire, within five (5) days after its receipt of Franklin's notice pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration4.1. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered A Holder's election pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority4.1 must: (i) first, all specify the amount of the shares of Common Closing Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Consideration Registrable Securities requested and/or Earn-Out Registrable Securities desired to be included in such Incidental Registration Statement by the Holderssuch Holder; provided and (ii) include any other information that if all the Registration Securities requested Franklin reasonably requests to be included in such Incidental Registration by the Holders are not Statement. Upon its receipt of a Holder's election pursuant to this Section 4.1, Franklin will, subject to Section 4.3, use its reasonable best efforts to include in such Registration Statement all Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities requested to be included. Any registration of Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities pursuant to this Section 4.1 is referred to as an "Incidental Registration", selection and any Holder whose Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities are included at the request of such Holder in an Incidental Registration Securities pursuant to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested this Section 4.1 is referred to be included thereinas a "Selling Stockholder".
Appears in 1 contract
Sources: Registration Rights Agreement (Franklin Capital Corp)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a), provided that B&G Foods proposes the number of Registrable Shares permitted to sell be included therein shall in any event be at least 50% of the securities included therein that are not being sold for its own the account and of the Company (ii) second, the Registration Securities based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter; and, if a further limitation on the number of shares is required, the Registrable Shares held by the Founders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter; and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders (other than the Founders) and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 involves 2.2, to include any Registrable Shares in a Public Offering Registration Statement (other than in the case of a Initial Public Offering Offering) if such Registrable Shares can then be sold pursuant to a Demand Registration, in which case Rule 144(k) under the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) Securities Act and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many represent less than 1% of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the then outstanding shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinStock.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers or PRP materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes to sell for its own account and (iion an as-converted basis) second, which they held at the Registration Securities requested to be included time the Company gives the notice specified in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.Section
Appears in 1 contract
Incidental Registration. (a) If B&G Foods proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating Whenever the Company proposes to ▇▇▇▇file a Registration Statement, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods)the Company will, B&G Foods shall each prior to such time, subject to the provisions of Section 2.1(b) hereoffiling, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)17(b)(ii) below. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(awithout obligation to any Stockholder.
(ii) and prior to the effective date of If the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written which the Company gives notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred 17(b)(i) above is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to as “Registration Securities.”
(b) If a such Section. In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion shall be conditioned upon such Stockholder's participation in such offering underwriting on the terms set forth in Section 2.2(c) herein. All Stockholders proposing to distribute their securities through such underwriting shall apply) enter into an underwriting agreement as agreed upon between the Company and the underwriters selected by the Company. Notwithstanding any other provision of this Section, if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and other holders of securities of the Company who are entitled, by contact with the Company, to have securities included in such registration ("Other Holders") shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 17(b)(i) above. If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(iii) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 17(b), to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the Securities that each Holder shall have requested to be included thereinAct.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising a determination of the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating managing underwriter pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered effected pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred without obligation to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesany Stockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, PROVIDED that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.1, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted or as-exercised basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods at any time following the Closing Date Enstar proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or any successor or similar forms or (iiother form which does not permit registration of securities by Flowers for sale to the public for cash) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with the proposed offer and sale for cash either for its own account or on behalf of any employee benefit or similar plan holder of B&G Foods)Common Stock, B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, it will give prompt written notice at least concurrently with the initial filing date to Flowers of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made Flowers, given within 15 five business days after the receipt of notice from B&G Foods (which request shall specify any such notice, to register any of the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders)Registration Shares, B&G Foods Enstar will use its reasonable best efforts to effect cause the Registration Shares as to which registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register be included in the shares of Common Stock to be covered by such Relevant Shareholdersthe registration statement proposed to be filed by Enstar, all to the extent required to permit the sale or other disposition by Flowers (in accordance with its written request) of such Registration Securities to be Shares so registered; provided that (y) if such . If a registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior 4 involves a firm commitment underwritten public offering, Enstar shall have the sole right to select the effective date of managing underwriters. The managing underwriters for such offering shall have the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not authority to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration reduce the number of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested Shares to be included in such Incidental registration if and to the extent they are of the opinion (a copy of which shall be delivered to Flowers), that inclusion of such Registration Shares would materially adversely affect the marketing of the Common Stock to be sold under such offering. Any such reduction or cutback in the shares included in any such offering shall be effected in accordance with the following priorities:
(a) First, the managing underwriters shall exclude shares ("Piggyback Shares") of Common Stock included in such registration by shareholders (including Flowers) by virtue of incidental or piggyback registration rights (but not demand registration rights) granted to such shareholders, which exclusion shall be effected on a pro rata basis based upon the Holders; provided that if all the Registration Securities number of shares of Common Stock so requested to be registered in such offering by all such shareholders proposing to sell Piggyback Shares; and
(b) Second, and only to the extent necessary and after the exclusion of all Piggyback Shares, the managing underwriters shall exclude shares of Common Stock included in such Incidental Registration registration by the Holders are not to be includedEnstar and any shareholder of Enstar who shall have exercised a demand registration right in connection with such offering, selection of Registration Securities to be included which exclusion shall be made effected on a pro rata basis based on upon the number of Registration Securities that each Holder shall have requested shares of Common Stock proposed to be registered on behalf of Enstar and on behalf of any such holder of demand registration rights. Notwithstanding anything to the contrary contained in this Section 4, if there is a firm commitment underwritten public offering of Common Stock pursuant to which Flowers has incidental registration rights under this Section 4 and Flowers elects to sell Registration Shares in connection with such underwritten public offering, Flowers shall enter into an agreement (the "Lockup Agreement"), pursuant to which Flowers shall refrain from selling any Registration Shares (other than Registration Shares included thereinin such Registration) then owned by Flowers during the period of distribution of Common Stock by such underwriters and for a period of ninety days following the effective date of such registration; provided, however, that Flowers shall be required to enter into the Lockup Agreement if, and only if, directors and executive officers of Enstar enter into an agreement similar to the Lockup Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Flowers Christopher J)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Shareholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant a Shareholder made or Shareholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Shareholder or Shareholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredShareholder or Shareholders; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities the Company shall have the right to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”postpone or
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Shareholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Shareholder's participation in such underwriting on the terms set forth herein. All Shareholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Shareholders materially greater than the obligations of the Shareholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Shareholders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Shareholders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a), provided that B&G Foods proposes the number of Registrable Shares permitted to sell for its own account and be included therein shall in any event be at least 50% of the securities included therein (ii) second, the Registration Securities based on aggregate market values). If any Shareholder would thus be entitled to include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Shareholders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Holder Registrable Shares or any officer or director disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Issuer at any time proposes to register file on its behalf and/or on behalf of any of its ▇▇▇▇ security holders (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇"Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a registration (i) Registration Statement on Form S-4 or Form S-8 or S-4 any similar or successor form or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the other registration statement relating to an offering of securities solely to Issuer's existing security holders or employees) to register the offer and sale of its Common Stock in an underwritten offering for cash, it will give written notice to all Holders of Registrable Securities at least 10 days before the anticipated date of initial filing with the Commission of such registration to each ShareholderRegistration Statement, which notice shall set forth Issuer's intention to effect such Shareholder's rights under this Section 2.1 a registration, the class or series and number of equity securities proposed to be registered and the intended method of disposition of the securities proposed to be registered by Issuer. The notice shall offer all such Shareholders the opportunity to include in such filing all of the Holder's Registrable Securities. Each Holder desiring to have Registrable Securities registered under this Section 8.2 shall advise Issuer in writing within 10 days after the date of receipt of such offer from Issuer, setting forth the amount of such Registrable Securities for which registration statement is requested. Issuer shall thereupon include in such amount filing the number of shares of Registrable Securities as such Shareholders for which registration is so requested, subject to the next sentence, and shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration securities. If the managing underwriter of such a proposed public offering shall advise Issuer in writing that, in its opinion, the distribution of the Registrable Securities which B&G Foods has been so requested to register be included in the registration concurrently with the securities being registered by Issuer or any Demanding Security Holder would materially and adversely affect the distribution of such Relevant Shareholderssecurities by Issuer or such Demanding Security Holders, then all selling security holders (but not Issuer) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis to the extent required to permit greatest aggregate amount which, in the disposition opinion of such Registration Securities to be so registered; provided that (y) if managing underwriter, would not materially and adversely affect the distribution of such securities. Nothing in this Section 8.2 shall preclude Issuer from discontinuing the registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in of its securities being effected on its behalf under this Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, 8.2 at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesrelating thereto.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Sources: Subscription Agreement (Century Business Services Inc)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of notice from B&G Foods (which request Company provides such notice, the Company shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 involves 2.2, to include any Registrable Shares in a Public Offering (other than in the case of a Public Offering Registration Statement if such Registrable Shares can then be sold pursuant to a Demand Registration, in which case Rule 144(k) under the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinAct.
Appears in 1 contract
Sources: Registration Rights Agreement (Neon Communications Inc)
Incidental Registration. (a) If B&G Foods Whenever the Buyer proposes to register any file a registration statement with the SEC for a public offering and sale of its ▇▇▇▇ (or shares securities of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act Buyer (other than the Resale Registration Statement or a registration (i) statement on Form S-8 or S-4 Form S-4, or their successors, or any successor other form for a similar limited purpose, or similar forms any registration statement covering only securities proposed to be issued in exchange for securities or (iiassets of another corporation) relating at any time on or before the filing of the Resale Registration Statement pursuant to ▇▇▇▇Section 6.1, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods)it will, B&G Foods shall each prior to such time, subject to the provisions of Section 2.1(b) hereoffiling, give prompt written notice at least concurrently with the initial filing date to all Company Stockholders and Initial Bridge Note Holders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Company Stockholder or Initial Bridge Note Holder given within 15 20 days after the receipt of Buyer provides such notice from B&G Foods (which request shall specify state the amount intended method of disposition of such Merger Shares and kinds of Registrable Securities intended to be disposed of by such Relevant ShareholdersNote Repayment Shares ), B&G Foods will the Buyer shall use its best efforts to effect cause all Merger Shares and Note Repayment Shares which the registration Buyer has been requested by such Company Stockholder(s) or Initial Bridge Note Holder(s) to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredCompany Stockholder(s) or Initial Bridge Note Holder(s); provided that (y) if such the Buyer shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 6.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 Company Stockholder or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesInitial Bridge Note Holder.”
(b) If the registration for which the Buyer gives notice pursuant to Section 6.2(a) is a registered public offering involving an underwriting, the Buyer shall so advise the Company Stockholders and Initial Bridge Note Holders as a part of the written notice given pursuant to Section 6.2(a). In such event, the right of any Company Stockholder or Initial Bridge Note Holder to include its Merger Shares or Note Repayment Shares in such registration pursuant to Section 6.2(a) shall be conditioned upon such Company Stockholder's or Initial Bridge Note Holder's participation in such underwriting on the terms set forth herein. All Company Stockholders and Initial Bridge Note Holders proposing to distribute their securities through such underwriting shall (together with the Buyer, other Company Stockholders and Initial Bridge Note Holders, other stockholders of the Buyer and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Buyer. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration6.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many all shares of the securities proposed Buyer Common Stock requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Buyer may limit the number of shares of Buyer Common Stock to exceed be included in the Maximum Offering Size registration and underwriting. The Buyer shall so advise all holders of shares of Buyer Common Stock requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Buyer held by officers and directors of the Buyer (other than Merger Shares and Note Repayment Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Company Stockholders, Initial Bridge Note Holders and other stockholders of the Buyer and requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (including Merger Shares and Note Repayment Shares) which they held at the time the Buyer gives the notice specified in Section 6.2(a). If any Company Stockholder, Initial Bridge Note Holder or other stockholder of the Buyer would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Company Stockholders, Initial Bridge Note Holders and other stockholders of the Buyer pro rata based on in the number manner described in the preceding sentence. If any Company Stockholder, Initial Bridge Note Holder, other stockholder of Registration Securities that each Holder the Buyer or any officer or director disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Buyer, and any shares of Buyer Common Stock (including any Merger Shares or Note Repayment Shares) excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Sources: Merger Agreement (Flexiinternational Software Inc/Ct)
Incidental Registration. (a) If B&G Foods at any time the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act after the date hereof (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation) either in connection with a primary offering for cash for the account of the Company, a secondary offering or similar plan of B&G Foods)a combined primary and secondary offering, B&G Foods shall the Company will, each time it intends to effect such time, subject to the provisions of Section 2.1(b) hereofa registration, give prompt written notice a Company Notice to all Holders whose Termination Date shall not have occurred at least concurrently with 15 Business Days prior to the initial filing date of the a registration statement relating with the SEC pertaining thereto, informing such Holders of its intent to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in file such registration statement such amount and of the Holders' right to request the registration of the Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and held by the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Holders. Upon the written request of any Relevant Shareholder one or more of the Holders made within 15 10 business days after the receipt of notice from B&G Foods any such Company Notice is given (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by each such Relevant ShareholdersHolder, and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), B&G Foods the Company will use its reasonable best efforts to effect the registration under the Securities Act of all such Registration Securities Registrable Securities, which B&G Foods the Company has been so requested to register by such Relevant Shareholders, one or more Holders to the extent required to permit the disposition (in accordance with the intended methods of such Registration distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be so registered; provided that (y) , including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration involves a Public Offeringstatement or by the Securities Act, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms any state securities or blue sky laws, or any rules and conditions as applicable to B&G Foods and (z) regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) securities and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods the Company shall determine for any reason not to register or to delay such Class B Common Stockregistration of the securities, B&G Foods the Company shall give written notice thereof of such determination to all such Relevant Shareholders each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registration Registrable Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 , and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(bB) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant determination to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in delay such registration, up the Company shall be permitted to the Maximum Offering Size, so many delay registration of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration any Registrable Securities requested to be included in such Incidental Registration by registration statement for the Holders; provided that if all same period as the Registration Securities requested to be included delay in registering such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinother securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Central Parking Corp)
Incidental Registration. (a) If B&G Foods at any time after the closing of the Initial Public Offering, the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act any shares of Common Stock for sale for its own account (and not solely in connection with a sale of warrants or other rights to purchase, or securities convertible or exchangeable into, Common Stock and other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) registration relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foodsplan, any dividend reinvestment plan, or any acquisition by the Company or (ii) pursuant to a registration statement filed in connection with an exchange offer), B&G Foods the Company shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice to each member of the LGB Group, to each Rollover Holder and to each Management Stockholder at least concurrently with 20 days prior to the initial filing date of the a registration statement relating with the SEC pertaining thereto (an “Incidental Registration Statement”) informing such Person of its intent to file such registration to each Shareholder, which notice shall set forth Incidental Registration Statement and of such Shareholder's Person’s rights under this Section 2.1 and shall offer all such Shareholders 6.02 to request the opportunity to include in such registration statement such amount of the Registrable Securities as held by such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Person. Upon the written request of any Relevant Shareholder such LGB Stockholder, Rollover Holder or Management Stockholder (such Holder, a “Selling Incidental Stockholder”) made within 15 10 days after the receipt of any such notice from B&G Foods is given (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant ShareholdersSelling Incidental Stockholder and the intended method of distribution thereof), B&G Foods will the Company shall use its best reasonable efforts to effect the registration under the Securities Act of all such Registration Registrable Securities which B&G Foods the Company has been so requested to register by such Relevant ShareholdersSelling Incidental Stockholders, to the extent required to permit the disposition of such Registration the Registrable Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered the Incidental Registration Statement or the related Prospectus or any document incorporated therein by such Holders pursuant to this Section 2.1 reference or by a BRS Entityfiling any other required document or otherwise supplementing or amending the Incidental Registration Statement, a Canterbury Entityif required by the rules, a CIT Entity regulations or a Demand Transferee pursuant instructions applicable to Section 2.2 are referred to as “the registration form used by the Company for such Incidental Registration SecuritiesStatement or by the Securities Act or by any other rules and regulations thereunder.”
(b) If a registration pursuant to Section 6.01 or this Section 2.1 6.02 involves an underwritten offering of the securities being registered (an “Underwritten Offering”), which securities are to be distributed on a Public Offering (other than in firm commitment basis by or through one or more underwriters of recognized standing under underwriting terms appropriate for such transaction, and the underwriter or the managing underwriter, as the case may be, of a Public such Underwritten Offering pursuant to a Demand Registrationshall inform the Company, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) Selling LGB Stockholders, if any, and the managing underwriter(s) shall advise B&G Foods Selling Incidental Stockholders requesting such registration of Registrable Securities, if any, on or before the date five days prior to the date then scheduled for such offering, that, in its viewopinion, the amount of securities which B&G Foods and the Relevant Shareholders intend requested to include be included in such registration will exceed exceeds the amount which can be sold in (or during the time of) such Public Offering (offering within a proposed price range without adversely affecting the “Maximum Offering Size”)distribution of the securities being offered, B&G Foods shall then the Company will include in such registration only the amount of Registrable Securities and other securities that the Company is so advised can be sold in (or during the time of) such offering within such price range; provided, however, that the Company shall be required to include in such required registration: first, up to the Maximum Offering Size, so many of all the securities initially proposed to be registered sold pursuant to such Incidental Registration Statement by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated Company (in the following orders case of priority: (i) firsta primary offering by the Company), all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration amount of Registrable Securities and other securities requested to be included in such registration that the Company is so advised can be sold in (or during the time of) such offering, allocated pro rata among the Selling LGB Stockholders, the Selling Incidental Registration by Stockholders and other securityholders of the Holders; provided that if all Company requesting such registration on the Registration basis of the number of Registrable Securities and other securities requested to be included by all such Selling LGB Stockholders, all such Selling Incidental Stockholders and other securityholders.
(c) No Selling Incidental Stockholder may participate in such any Incidental Registration by the Holders are not Statement hereunder unless such Selling Incidental Stockholder (i) agrees to be included, selection of Registration sell its Registrable Securities to be included shall be made pro rata based on the number basis provided in any arrangements approved by a majority of Registration Securities that each Holder shall have requested to be included thereinthe Selling Incidental Stockholders participating therein and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such arrangements.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods the Company proposes to register any file a Registration Statement it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; provided that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising a determination of the ▇▇▇▇) under managing underwriter; provided that the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating Company will exercise its best efforts to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject cause the managing underwriter to the provisions of Section 2.1(b) hereof, give prompt written notice include at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include 200,000 Registrable Shares in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Registration Statement. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 7 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended Shares), the Company shall use its commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered effected pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred without obligation to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesany Stockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.1, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed the Maximum Offering Size allocated be included in the following orders registration and underwriting. The Company shall so advise all holders of priority: (i) first, all Registrable Shares requesting registration. The securities of the Company held by the Stockholders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and underwriting shall be allocated among all Stockholders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Holder Registrable Shares or any officer or director disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Sources: Registration Rights Agreement (Concord Communications Inc)
Incidental Registration. (a) If B&G Foods at any time the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act after the date hereof (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any acquisition or business combination transaction and other than in connection with stock options and employee benefit plans and compensation) either in connection with a primary offering for cash for the account of the Company, a secondary offering or similar plan of B&G Foods)a combined primary and secondary offering, B&G Foods shall the Company will, each time it intends to effect such time, subject to the provisions of Section 2.1(b) hereofa registration, give prompt written notice a Company Notice to all Holders whose Termination Date shall not have occurred at least concurrently with 15 Business Days prior to the initial filing date of the a registration statement relating with the SEC pertaining thereto, informing such Holders of its intent to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in file such registration statement such amount and of the Holders' right to request the registration of the Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and held by the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Holders. Upon the written request of any Relevant Shareholder one or more of the Holders made within 15 10 business days after the receipt of notice from B&G Foods any such Company Notice is given (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by each such Relevant ShareholdersHolder, and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of the Company, the intended method of distribution thereof), B&G Foods the Company will use its reasonable best efforts to effect the registration under the Securities Act of all such Registration Securities Registrable Securities, which B&G Foods the Company has been so requested to register by such Relevant Shareholders, one or more Holders to the extent required to permit the disposition (in accordance with the intended methods of such Registration distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be so registered; provided that (y) , including, if necessary, by filing with the SEC a post- effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration involves a Public Offeringstatement or by the Securities Act, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms any state securities or blue sky laws, or any rules and conditions as applicable to B&G Foods and (z) regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) securities and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods the Company shall determine for any reason not to register or to delay such Class B Common Stockregistration of the securities, B&G Foods the Company shall give written notice thereof of such determination to all such Relevant Shareholders each Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registration Registrable Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 , and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(bB) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant determination to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in delay such registration, up the Company shall be permitted to the Maximum Offering Size, so many delay registration of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration any Registrable Securities requested to be included in such Incidental Registration by registration statement for the Holders; provided that if all same period as the Registration Securities requested to be included delay in registering such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinother securities.
Appears in 1 contract
Sources: Registration Rights Agreement (Apollo Real Estate Investment Fund Ii L P)
Incidental Registration. (a) If B&G Foods Company at any time commencing after the date hereof proposes to register file on its behalf and/or on behalf of any of its ▇▇▇▇ security holders (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇"demanding security holders") a Registration Statement under the Securities Act on any form (other than a registration (i) Registration Statement on Form S-4 or S-8 or S-4 or any successor or similar forms or (ii) relating form for securities to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise be offered in a transaction of the type referred to in Rule 145 under the Securities Act to employees of Company pursuant to any employee stock options benefit plan or in connection with any employee benefit the issuance of Common Stock in redemption of units of limited partnership interest in SUSA Partnership, L.P. or similar plan the resale of B&G Foods)such Common Stock, B&G Foods shall each such timerespectively) for the general registration of Common Stock to be sold for cash, subject to the provisions of Section 2.1(b) hereof, it will give prompt written notice to Purchaser at least concurrently with 30 days before the initial filing date with the Commission of the registration statement relating to such registration to each ShareholderRegistration Statement, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount intended method of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause Company. The notice shall offer to include in such filing the offering to exceed the Maximum Offering Size allocated in the following orders aggregate number of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes previously purchased upon exercise of the Warrant and for which this Warrant remains exercisable ("WARRANT STOCK"), as such holders may request. Each holder of any such Warrants or any such Warrant Stock desiring to sell have Warrant Stock registered under this Section 4.2 shall advise Company in writing within 15 days after the date of receipt of such offer from Company, setting forth the amount of such Warrant Stock for which registration is requested. Company shall thereupon include in such filing the number of shares of Warrant Stock for which registration is so requested, subject to the next sentence, and shall use its own account and (ii) secondcommercially reasonable best efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the Registration Securities distribution of the Warrant Stock requested to be included in the registration concurrently with the securities being registered by Company or such Incidental Registration demanding security holder would materially and adversely affect the distribution of such securities by Company or such demanding security holder, then all selling security holders (including any demanding security holder who initially requested such registration) shall reduce the Holders; provided that if all amount of securities each intended to distribute through such offering on a pro rata basis based on the Registration Securities requested number of shares proposed to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included registration. Company shall be made pro rata based required to include such shares in any proposed public offering only on the number same terms and conditions as the securities of Registration Securities that each Holder shall have requested to be included thereinCompany or the demanding security holders.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising a determination of the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating managing underwriter pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered effected pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred without obligation to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesany Stockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.1, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement, including a Registration Statement to effect an Initial Public Offering, at any time and from time to time, it will, prior to such filing, give written notice to all Preferred Stockholders and Warrantholders of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating intention to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made one or more Preferred Stockholders or Warrantholders given within 15 fifteen (15) days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount intended method of disposition of such Registrable Shares), the Company shall use commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Preferred Stockholders and kinds of Registrable Securities intended Warrantholders to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration registered under the Securities Act (in the case of an Initial Public Offering, however, in an amount not to exceed 25% of all shares of Common Stock offered in such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, Initial Public Offering) to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredPreferred Stockholders and Warrantholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 Preferred Stockholder or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesWarrantholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Preferred Stockholders and Warrantholders as a part of their written notice made pursuant to Section 2.2(a). In such event, (i) the right of any Preferred Stockholder or Warrantholder to include his, her or its Registrable Shares in such registration pursuant to this Section 2.1 involves 2.2 shall be conditioned upon such Preferred Stockholder's and Warrantholder's participation in such underwriting on the terms set forth herein, and (ii) all Preferred Stockholders and Warrantholders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Preferred Stockholder or Warrantholder who has requested inclusion of his, her or its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Preferred Stockholder or Warrantholder may elect, by written notice to the Company, to withdraw his, her or its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that market factors require a Public Offering (limitation on the number of shares to be underwritten, all of the shares held by holders other than the Preferred Stockholders and Warrantholders, including any officers, directors or employees of the Company, shall first be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if further reduction of the number of shares is required, the number of shares that may be included in the Registration Statement and underwriting shall be allocated among all Preferred Stockholders and Warrantholders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date the Company gives the notice specified in Section 2.2(a); provided that the number of Registrable Shares included in such registration on behalf of the Preferred Stockholders and Warrantholders requesting registration shall not be less than thirty percent (30%) of the total shares requested to be registered (except in the case of a an Initial Public Offering pursuant to a Demand RegistrationOffering, in which case the provisions with respect to priority number of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include Registrable Shares included in such registration will exceed on behalf of the amount which can Preferred Stockholders and Warrantholders requesting registration shall not be sold less than twenty-five (25%) of the total shares registered in such Public Offering (the “Maximum Offering Size”offering), B&G Foods shall . If any Preferred Stockholder or Warrantholder would thus be entitled to include in more shares than such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Preferred Stockholders and Warrantholders pro rata based on in the number of Registration Securities that each Holder shall have requested to be included thereinmanner described in the preceding sentence.
Appears in 1 contract
Sources: Investor Rights Agreement (Xanodyne Pharmaceuticals Inc)
Incidental Registration. (ai) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or file a Registration Statement covering shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (iRegistration Statement filed pursuant to Section 2(a) or on Form S-4 or Form S-8 or S-4 similar or successor forms) at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with to all Preferred Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included in the Company's initial filing date public offering as a result of a written notice from the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)2(b)(ii) below. Upon the written request of any Relevant Shareholder made a Preferred Stockholder or Preferred Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Preferred Stockholder or Preferred Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredPreferred Stockholder or Preferred Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a2(b) and prior without obligation to the effective date of any Preferred Stockholder.
(ii) If the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written which the Company gives notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred 2(b)(i) is a registered public offering involving an underwriting, the Company shall so advise the Preferred Stockholders as a part of the written notice given pursuant to as “Registration Securities.”
Section 2(b)(i). In such event, (bi) If a the right of any Preferred Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion 2(b) shall be conditioned upon such Preferred Stockholder's participation in such offering underwriting on the terms set forth in Section 2.2(cherein and (ii) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include all Preferred Stockholders including Registrable Shares in such registration will exceed shall enter into an underwriting agreement upon customary terms with the amount which can be sold underwriter or underwriters selected for the underwriting by the Company. If any Preferred Stockholder who has requested inclusion of its Registrable Shares in such Public Offering (registration as provided above disapproves of the “Maximum Offering Size”)terms of the underwriting, B&G Foods such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by holders other than Preferred Stockholders and Other Holders shall include be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such registrationRegistration Statement and underwriting shall be allocated among all Preferred Stockholders and Other Holders requesting registration in proportion, up as nearly as practicable, to the Maximum Offering Size, so many respective number of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes (on an as-converted basis) held by them on the date the Company gives the notice specified in Section 2(b)(i) above; provided that, except where such proposed underwritten public offering is the Company's initial public offering, in each of the foregoing cases, holders of Registrable Shares shall be entitled to sell for its own account and (ii) secondinclude, on a pro rata basis, an aggregate of such Registrable Shares equal to 30% of the Registration Securities total number of securities registered in such proposed underwritten public offering. If any Preferred Stockholder or Other Holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among other requesting Preferred Stockholders and Other Holders pro rata in the manner described in the preceding sentence. Unless the registration is with respect to the Company's initial public offering, in no event shall the shares to be sold pursuant to this Section 2(b) by the Preferred Stockholders be reduced below 30% of the total amount of securities included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinregistration.
Appears in 1 contract
Sources: Stockholders Agreement (Predix Pharmaceuticals Holdings Inc)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1, a Registration Statement covering shares to be sold solely for the account of its Other Holders, or a Registration Statement on Form ▇-▇, ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 -▇ or any successor or similar forms or (iiform thereto) relating at any time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a) or (b). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.an as-converted
Appears in 1 contract
Incidental Registration. (a) If B&G Foods at any time prior to the expiration of the Registration Period and after the date on which Parent pays any portion of the Contingent Payments in shares of Parent Common Stock, Parent proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) securities under the Securities Act for sale to the public (other than a registration pursuant to Section 7.5(b)), whether for its own account or for the account of other security holders or both (i) except with respect to Registration Statements on Form S-8 or S-4 Forms ▇-▇, ▇-▇ or any successor or similar to such forms or (ii) relating another form not available for registering the Registrable Securities for sale to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foodsthe public), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, time it will promptly give prompt written notice at least concurrently with the initial filing date to all Company Stockholders of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)of its intention so to do. Upon the written request of any Relevant Shareholder made such Company Stockholder, received by Parent within 15 30 days after the receipt giving of any such notice from B&G Foods (which request shall specify the amount and kinds by Parent, to register any or all of its Registrable Securities intended to be disposed of by such Relevant Shareholders)Securities, B&G Foods Parent will use its commercially reasonable best efforts to effect cause the Registrable Securities as to which registration under the Securities Act of all such Registration Securities which B&G Foods has shall have been so requested to register be included in the securities to be covered by such Relevant Shareholdersthe Registration Statement proposed to be filed by Parent, all to the extent required requisite to permit the sale or other disposition by the Company Stockholder (in accordance with its written request) of such Registration Registrable Securities to be so registered; provided that (y) if such . If the registration involves of which Parent gives notice is for a Public Offeringregistered public offering involving an underwriting, all Relevant Shareholders must sell their Registration Parent shall so advise the holders of Registrable Securities to as a part of the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock given pursuant to this Section 2.1(a) and prior to 7.5(c). In such event the effective date right of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration holder of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves 7.5(c) shall be conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with Parent and the other Parent stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by Parent. Notwithstanding any other provision of this Section 7.5(c), if the underwriter determines that marketing factors require a Public Offering (other than in limitation on the case number of a Public Offering pursuant shares to a Demand Registrationbe underwritten, in which case the provisions such limitation will be imposed pro rata with respect to priority of all securities whose holders have a contractual, incidental (“piggy back”) right to include such securities in the Registration Statement and as to which inclusion in has been requested pursuant to such offering set forth in Section 2.2(c) right. Parent shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend be obligated to include in such registration will exceed Registration Statement only such limited portion of Registrable Securities with respect to which such holder has requested inclusion hereunder. Notwithstanding the amount which can foregoing provisions, Parent may withdraw any Registration Statement referred to in this Section 7.5(c) without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to Parent and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in withdrawn from such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Each time the Company proposes to register under the Securities Act any of its ▇▇▇▇ (or shares of Class Series A Common Stock or Senior Subordinated Notes comprising other equity securities of the ▇▇▇▇Company (whether in an underwritten public offering or otherwise and whether or not for the account of the Company or for any selling stockholder) (other than (x) in a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable or (other than y) a registration (i) statement on Form S-4 or Form S-8 or S-4 or any successor or similar forms or (iicomparable forms) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, a manner which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect would permit the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, Registrable Shares for sale to the extent required public, the Company shall give notice to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice each Stockholder of its intention to register any Class B Common Stock pursuant to this Section 2.1(ado so not later than twenty (20) and days prior to the effective anticipated filing date of the applicable Registration Statement. Upon receipt of any such notice, each Stockholder may elect to participate in such registration statement filed by giving the Company notice requesting it to register any or all of such Stockholder's Registrable Shares in connection with the registration described in such registration, B&G Foods shall determine for any reason not to register notice from the Company within ten (10) days after such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection has been given by the Company (with such registration. B&G Foods will pay all Registration Expenses in connection with each registration request stating (i) the type and amount of Registration Securities requested Registrable Shares to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include included in such registration will exceed by such Stockholder and the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many intended method of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account distribution and (ii) secondany other information that the Company reasonably requests be included in such registration statement) (such registration, an "Incidental Registration"). Upon receipt of such request, the Registration Securities Company will use its commercially reasonable efforts to cause all such Registrable Shares requested to be included in such Incidental Registration by to be so included (in accordance with the Holders; provided intended methods of disposition set forth in such Selling Stockholder's notice) and to file the applicable Registration Statement with the Commission promptly and cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable.
(b) If the proposed method of distribution in connection with such an Incidental Registration is an underwritten public offering and the lead managing underwriter thereof determines reasonably and in good faith that if all the Registration Securities requested number of such Registrable Shares to be included in such Incidental Registration by offering would materially adversely affect such offering, the Holders are not number of Registrable Shares to be included, selection offered for the account of Registration Securities the Selling Stockholders shall be reduced or limited in proportion to the number of Registrable Shares to be so offered by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities (other than, or in addition to, the Company), such reduction shall be made pro rata based on from the number of Registration Securities that each Holder shall have requested securities intended to be included thereinoffered by such other persons or entities and the Selling Stockholders, but no such reduction shall be made from the securities to be offered for the account of the Company.
(c) The Company may, without the consent of any Stockholder, delay, suspend, abandon or withdraw any Incidental Registration and any related proposed offering or other distribution in which any Stockholder has requested inclusion of such Stockholder's Registrable Shares pursuant to this Section 3; provided, that the applicable Selling Stockholders shall be entitled to continue such registration as a Demand Registration pursuant to Section 2 following any such withdrawal by the Company to the extent that such registration by the Selling Stockholders making such election would otherwise satisfy the requirements of Section 2.
(d) Any Selling Stockholder may elect to withdraw its respective Registrable Shares from inclusion in an Incidental Registration at any time prior to five (5) Business Days prior to the then anticipated effective date of the applicable Registration Statement; provided, however, that the withdrawing Selling Stockholders shall reimburse the Company for the portion of the Commission fees payable with respect to the Registrable Shares so withdrawn.
(e) In connection with any Incidental Registration involving an underwritten public offering of securities of the Company for the account of the Company, each Selling Stockholder electing to participate in such underwritten public offering shall, as a condition to the Company's obligation hereunder with respect to such Selling Stockholder's Registrable Shares, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter of such offering.
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty Digital Inc)
Incidental Registration. (a) If B&G Foods Parent proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) Parent Securities under the Securities Act (other than a registration (iA) on Form S-8 or S-4 or any successor or similar forms or forms, (iiB) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G FoodsParent or (C) in connection with a direct or indirect acquisition by Parent of another company, whether or not for sale for its own account), B&G Foods shall it will each such time, subject to the provisions of Section 2.1(b) hereof5(b), give prompt written notice at least concurrently with 40 days prior to the initial anticipated filing date of the registration statement relating to such registration to each ShareholderHolder of Transfer Restricted Warrant Securities, which notice shall set forth such ShareholderHolder's rights under this Section 2.1 5 and shall offer all such Shareholders Holders the opportunity to include in such registration statement such amount number of Registrable Transfer Restricted Warrant Securities as each such Shareholders shall Holder may request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”"INCIDENTAL REGISTRATION"). Upon the written request of any Relevant Shareholder such Holder made within 15 20 days after the receipt of notice from B&G Foods Parent (which request shall specify the amount and kinds number of Registrable Transfer Restricted Warrant Securities intended to be disposed of by such Relevant ShareholdersHolder), B&G Foods Parent will use its best efforts to effect the registration under the Securities Act of all such Registration Transfer Restricted Warrant Securities which B&G Foods Parent has been so requested to register by such Relevant ShareholdersHolders, to the extent required to permit the disposition of such Registration the Transfer Restricted Warrant Securities so to be so registered; provided that (yI) if such registration involves a Public Offering, all Relevant Shareholders such Holders requesting to be included in Parent's registration must sell their Registration Transfer Restricted Warrant Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable apply to B&G Foods Parent and (zII) if, at any time after giving written notice of its intention to register any Class B Common Stock Parent Securities pursuant to this Section 2.1(a) 5 and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods Parent shall determine for any reason not to register such Class B Common Stocksecurities, B&G Foods Parent shall give written notice thereof to all such Relevant Shareholders Holders of Transfer Restricted Warrant Securities and, thereupon, shall be relieved of its obligation to register any Registration Transfer Restricted Warrant Securities in connection with such registration. B&G Foods No registration effected under this Section 5 shall relieve Parent of its obligations to effect a Demand Registration to the extent required by Section 4. Parent will pay all Registration Expenses in connection with each registration of Registration Transfer Restricted Warrant Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities5.”
(b) If a registration pursuant to this Section 2.1 5 involves a Public Offering (other than in the case of a Public Offering pursuant to requested under Section 3 by the Holders in a Demand Registration, in which case the provisions with respect to priority of inclusion inclusions in such offering as set forth in Section 2.2(c4(e) shall apply) and the managing underwriter(s) shall advise B&G Foods underwriter advises Parent that, in its view, the amount number of securities which B&G Foods Parent Securities and the Relevant Shareholders Transfer Restricted Warrant Securities that Parent and Holders intend to include in such registration will exceed exceeds the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall Parent will include in such registration, in the following priority, up to the Maximum Offering Size:
(i) first, so many much of the securities Parent Securities proposed to be registered by B&G Foods Parent as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and Size;
(ii) second, the Registration all Transfer Restricted Warrant Securities requested to be included in such Incidental Registration registration by the Holders; provided that Holders pursuant to this Section 5 (allocated, if all necessary for the Registration offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Transfer Restricted Warrant Securities so requested to be included in such Incidental Registration by the Holders are not registration); and
(iii) third, securities to be includedsold for the account of other persons, selection of Registration Securities to be included with such priorities among them as Parent shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereindetermine.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising a determination of the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating managing underwriter pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered effected pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred without obligation to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesany Stockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.1(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.1(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company, provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.4. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.1, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted or as-exercised basis) which they held at the time the Company gives the notice specified in Section 2.1(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating intention to ▇▇▇▇do so; provided, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods)that, B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereofextent relevant, give prompt written such notice at least concurrently with the initial filing date shall describe any determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2(b). Upon the written request of any Relevant Shareholder made Stockholder(s) holding Common Stock representing at least 25% of the Registrable Shares then held by all Stockholders given within 15 twenty (20) days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will but subject to any determination of a managing underwriter pursuant to Section 2(b) below, the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2 is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2. In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2, if the managing underwriter determines in writing that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares which they held at the time the Company gives the notice specified in Section 2. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. 132
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 involves 2, to include any Registrable Shares in a Public Offering (other than in the case of a Public Offering Registration Statement if such Registrable Shares can then be sold pursuant to a Demand Registration, in which case Rule 144(k) under the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinAct.
Appears in 1 contract
Sources: Placement Agent Registration Rights Agreement (Searchhelp Inc)
Incidental Registration. (a) If B&G Foods proposes Each time Navarre shall determine to register any proceed with the actual preparation and filing of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) a registration statement under the Securities Act of 1933 (the "Securities Act") in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders (other than a registration (i) statement on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇-▇, ▇▇▇▇ ▇-▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise any form that does not permit the inclusion of employee stock options or in connection with any employee benefit or similar plan of B&G Foodsshares by its security holders), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, Navarre will give prompt written notice at least concurrently with the initial filing date of the registration statement relating its determination to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount record holders of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Navarre Stock. Upon the written request of such a record holder of any Relevant Shareholder made shares of Navarre Stock given within 15 30 days after the receipt of any such notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders)Navarre, B&G Foods will Navarre will, except as herein provided, use its best efforts to effect the registration under the Securities Act of cause all such Registration Securities Navarre Stock, the record holders of which B&G Foods has been have so requested registration thereof, to register by be included in such Relevant Shareholdersregistration statement, all to the extent required requisite to permit the sale or other disposition by the prospective seller or sellers of such Registration Securities the Navarre Stock to be so registered; provided provided, however, that (ya) nothing herein shall prevent Navarre from, at any time, abandoning or delaying any such registration initiated by it, and (b) if Navarre determines not to proceed with a registration after the registration statement has been filed with Securities and Exchange Commission (the "Commission") and Navarre's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by Navarre, Navarre shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their securities and who bear all expenses in excess of $20,000 incurred by Navarre as the result of such registration involves a Public Offeringafter Navarre has decided not to proceed. If any registration pursuant to this Section 8.10.3 shall be underwritten in whole or in part, all Relevant Shareholders must sell their Registration Securities Navarre may require that the Navarre Stock requested for inclusion pursuant to this section be included in the underwriters selected as provided in Section 2.4(f) underwriting on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date securities otherwise being sold through the underwriters. In the event that in the good faith judgment of the managing underwriter of such public offering the inclusion of the Navarre Stock originally covered by a request for registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved would reduce the number of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested shares to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered offered by such Holders pursuant to this Section 2.1 Navarre or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in interfere with the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all successful marketing of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) secondstock offered by Navarre, the Registration Securities requested number of shares of Navarre Stock otherwise to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included underwritten public offering shall be made reduced pro rata based on among the number holders thereof to such amount as is deemed appropriate in the good faith judgment of Registration Securities that each Holder shall have requested to be included thereinthe managing underwriter.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ intention to do so and, upon the written request of a Stockholder or Stockholders given within 20 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) Stockholders to register to be registered under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Stockholder or Stockholders provided, however, that this -------- Section 2 shall not apply to any Registration Securities Statement filed or proposed to be so registered; provided that (y) if such registration involves filed by the Company pursuant to any agreement to which the Company is or may become a Public Offeringparty if, all Relevant Shareholders must sell their Registration Securities pursuant to the underwriters selected as terms of such agreement, the Company is prohibited from permitting the Stockholders to participate in such registration; and provided in Section 2.4(f) on further that the same terms and conditions as applicable Company shall have the right to B&G Foods and (z) if, at postpone or ---------------- withdraw any time after giving written notice of its intention to register any Class B Common Stock registration effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If a In connection with any registration pursuant to under this Section 2.1 involves a Public Offering 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (other than provided that such terms must be consistent with this Agreement). If in the case opinion of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) underwriter it is appropriate because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Company shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated participate in the following orders of priority: registration as follows:
(i) first, all there shall be included in the registration any shares proposed to be sold by the Company and any shares permitted to be included in the registration pursuant to Section 2 or 3 of the shares Registration Rights Agreement dated as of Common Stock that B&G Foods proposes November 5, 1996 by and among the Company, America Online Inc. and Digital City Inc., as amended from time to sell for its own account and time (the "Original Agreement") or any other agreement(s) entered into by the Company from time to time, on the terms set forth therein; and
(ii) second, the Registration Securities requested to there shall be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested registration any Registrable Shares proposed to be included sold in such Incidental Registration by the Holders are not to be includedaccordance with this Agreement, selection of Registration Securities to be included shall be made pro rata based on upon the number total ownership of Registration Securities that each Holder shall have shares of Common Stock by the holders of Registrable Shares requested to be included therein. If any holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Parent proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) Parent Securities under the Securities Act (other than a registration (iA) on Form S-8 or S-4 or any successor or similar forms or forms, (iiB) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G FoodsParent or (C) in connection with a direct or indirect acquisition by Parent of another company, whether or not for sale for its own account), B&G Foods shall it will each such time, subject to the provisions of Section 2.1(b) hereof5(b), give prompt written notice at least concurrently with 40 days prior to the initial anticipated filing date of the registration statement relating to such registration to each ShareholderHolder of Transfer Restricted Warrant Securities, which notice shall set forth such ShareholderHolder's rights under this Section 2.1 5 and shall offer all such Shareholders Holders the opportunity to include in such registration statement such amount number of Registrable Transfer Restricted Warrant Securities as each such Shareholders shall Holder may request (each, an “"Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”"). Upon the written request of any Relevant Shareholder such Holder made within 15 20 days after the receipt of notice from B&G Foods Parent (which request shall specify the amount and kinds number of Registrable Transfer Restricted Warrant Securities intended to be disposed of by such Relevant ShareholdersHolder), B&G Foods Parent will use its best efforts to effect the registration under the Securities Act of all such Registration Transfer Restricted Warrant Securities which B&G Foods Parent has been so requested to register by such Relevant ShareholdersHolders, to the extent required to permit the disposition of such Registration the Transfer Restricted Warrant Securities so to be so registered; provided that (yI) if such registration involves a Public Offering, all Relevant Shareholders such Holders requesting to be included in Parent's registration must sell their Registration Transfer Restricted Warrant Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable apply to B&G Foods Parent and (zII) if, at any time after giving written notice of its intention to register any Class B Common Stock Parent Securities pursuant to this Section 2.1(a) 5 and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods Parent shall determine for any reason not to register such Class B Common Stocksecurities, B&G Foods Parent shall give written notice thereof to all such Relevant Shareholders Holders of Transfer Restricted Warrant Securities and, thereupon, shall be relieved of its obligation to register any Registration Transfer Restricted Warrant Securities in connection with such registration. B&G Foods No registration effected under this Section 5 shall relieve Parent of its obligations to effect a Demand Registration to the extent required by Section 4. Parent will pay all Registration Expenses in connection with each registration of Registration Transfer Restricted Warrant Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities5.”
(b) If a registration pursuant to this Section 2.1 5 involves a Public Offering (other than in the case of a Public Offering pursuant to requested under Section 3 by the Holders in a Demand Registration, in which case the provisions with respect to priority of inclusion inclusions in such offering as set forth in Section 2.2(c4(e) shall apply) and the managing underwriter(s) shall advise B&G Foods underwriter advises Parent that, in its view, the amount number of securities which B&G Foods Parent Securities and the Relevant Shareholders Transfer Restricted Warrant Securities that Parent and Holders intend to include in such registration will exceed exceeds the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall Parent will include in such registration, in the following priority, up to the Maximum Offering Size:
(i) first, so many much of the securities Parent Securities proposed to be registered by B&G Foods Parent as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and Size;
(ii) second, the Registration all Transfer Restricted Warrant Securities requested to be included in such Incidental Registration registration by the Holders; provided that Holders pursuant to this Section 5 (allocated, if all necessary for the Registration offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of Transfer Restricted Warrant Securities so requested to be included in such Incidental Registration by the Holders are not registration); and
(iii) third, securities to be includedsold for the account of other persons, selection of Registration Securities to be included with such priorities among them as Parent shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereindetermine.
Appears in 1 contract
Sources: Registration Rights Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)
Incidental Registration. (a) If B&G Foods Whenever ACADIA proposes to register any file a Registration Statement pursuant to Section 9.1 of the Stockholders Agreement, ACADIA will, prior to such filing, give written notice to the Holders of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating intention to ▇▇▇▇do so and, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made Holder given within 15 20 days after the receipt of ACADIA provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Holder’s Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will ACADIA shall use its best efforts to effect the registration cause all Registrable Shares which ACADIA has been requested by such Holder to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredHolder; provided that (yACADIA shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2(a) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities without obligation to the underwriters selected as provided in Holders.
(b) Whenever ACADIA proposes to file a Registration Statement (other than pursuant to Section 2.4(f) on the same terms and conditions as applicable 2.1 or 2.2(a)), ACADIA will, prior to B&G Foods and (z) ifsuch filing, at any time after giving give written notice to the Holders of its intention to do so and, upon the written request of any Holder given within 20 days after ACADIA provides such notice (which request shall state the intended method of disposition of such Holder’s Registrable Shares), ACADIA shall use its best efforts to cause all Registrable Shares which ACADIA has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit the sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that, during the one-year period following the First Closing Date, ACADIA shall have the right to file one Registration Statement which shall not be subject to this Section 2.2(b); provided further that ACADIA shall have the right to postpone or withdraw any Class B Common Stock registration effected pursuant to this Section 2.1(a2.2(b) and prior without obligation to the effective date of the registration statement filed in Holders.
(c) In connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to 2.2 involving an underwriting, ACADIA shall not be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend required to include any Registrable Shares in such registration will exceed unless the amount which can be sold in such Public Offering (Holders thereof accept the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many terms of the securities proposed to underwriting as agreed upon between ACADIA and the underwriters selected by it (provided that such terms must be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated consistent with this Agreement). If in the following orders of priority: (i) first, all opinion of the shares managing underwriter it is appropriate because of Common Stock that B&G Foods proposes marketing factors to sell for its own account and (ii) second, limit the Registration Securities requested number of Registrable Shares to be included in such Incidental Registration by the Holdersoffering, then ACADIA shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein; provided that if all no Persons other than the Registration Securities requested Holders, ACADIA, Institutional Stockholders and other Persons holding registration rights shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in such Incidental Registration by the offering in accordance with the foregoing is less than the total number of shares which the Holders are not have requested to be included, selection of Registration Securities then the Holders who have requested registration and any other Persons who have requested registration pursuant to be included similar incidental registration rights shall be made participate in the registration pro rata based on the number their total ownership of Registration Securities that each Holder shall have requested to be included thereinshares of Common Stock.
Appears in 1 contract
Sources: Registration Rights Agreement (Acadia Pharmaceuticals Inc)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating Registration Statement filed pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to time, it will, prior to such filing, give written notice to all such Shareholders the opportunity Stockholders of its intention to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a) or (b). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 involves 2.2, to include any Registrable Shares in a Public Offering (other than in the case of a Public Offering Registration Statement if such Registrable Shares can then be sold pursuant to a Demand Registration, in which case Rule 144(k) under the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinAct.
Appears in 1 contract
Sources: Investor Rights Agreement (C-Bridge Internet Solutions Inc)
Incidental Registration. (a) If B&G Foods proposes Each time the Company shall determine to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) file a registration statement under the Securities Act (other than pursuant to Section 2 hereof and other than on Form S-4 or S- 8, a registration (i) statement on Form S-8 S-1 covering solely an employee benefit plan or S-4 a registration statement on Form S-3 covering solely offers pursuant to a dividend or any successor or similar forms or (iiinterest reinvestment plan) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with the proposed offer and sale for money of any employee benefit of its securities either for its own account or similar plan on behalf of B&G Foods)any other security holder, B&G Foods the Company shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with of its determination to the initial filing date Representative, who shall provide copies of the registration statement relating such notice to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount Holders of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)Securities. Upon the written request of a Holder of any Relevant Shareholder made shares of Registrable Securities given within 15 ten (10) days after the receipt of such written notice from B&G Foods (which request shall specify the amount and kinds Company, provided that a minimum of Registrable Securities intended _______ shares have been requested to be disposed included by all participating Holders, the Company shall cause all such Registrable Securities, the Holders of by which have so requested registration thereof to be included in such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration statement and registered under the Securities Act of Act, all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required requisite to permit the sale or other disposition by the prospective seller or sellers of such Registration the Registrable Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If the registration of which the Company gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 2.1 involves a Public Offering (other than 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the case underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into (together with the Company and the other holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all majority of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Registrable Securities requested to be included in such Incidental Registration registration and provides for such Holders to withhold from the market all other Registrable Shares held by such Holders for not more than one hundred eighty (180) days.
(c) Notwithstanding any other provision of this Section 3, if the Holders; provided managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that if in its good faith judgment the inclusion of the Registrable Securities and the other securities requested to be registered would materially adversely affect the distribution of all securities to be offered in such registration, then (i) the Registration number of shares of Registrable Securities requested and other securities (including any securities to be included by ▇▇▇▇▇▇) to be included in the offering and any shares to be included on behalf of the Company shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such Incidental Registration offering (except for shares to be included pursuant to demand registration rights granted by the Company in accordance with Section 7 hereof, in an offering initiated upon the exercise of such rights, which shall have priority over the shares of Registrable Securities), and (ii) such reduced number of shares shall be allocated among the Company, all participating Holders of Registrable Securities and the holders of other securities, including ▇▇▇▇▇▇, in proportion, as nearly as practicable, as each such Person's shares to be included bears to the aggregate number of shares of Registrable Securities and other securities proposed to be included by the Company, such Holders and other holders at the time of the filing of the registration statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration and shall be (A) withheld from the market by the Holders are thereof for a period, not to be includedexceed one hundred eighty (180) days following the effective date of such registration, selection which the managing underwriter reasonably determines is necessary to effect the underwritten public offering and (B) upon notice from the Company, withheld from the market by the Holders thereof for a period not to exceed thirty (30) days prior to the effective date of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinsuch registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Company at any time proposes to register any of file on its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) behalf a registration statement under the Securities Act on any form (other than a registration (i) Registration Statement on Form S-4 or S-8 or S-4 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise employees of employee stock options or in connection with Company pursuant to any employee benefit or similar plan plan, respectively) for the general registration of B&G Foodssecurities (an "Incidental Registration Statement"), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, it will give prompt written notice to all Holders at least concurrently with 15 days before the initial filing date with the SEC of the registration statement relating to such registration to each ShareholderIncidental Registration Statement, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount intended method of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as would such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not cause be required to include Registrable Securities in such underwriting unless the offering to exceed Holder of such Registrable Securities accepts the Maximum Offering Size allocated in the following orders of priority: (i) first, all terms and conditions of the shares underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of Common Stock that B&G Foods proposes to sell for a proposed public offering shall advise Company in writing that, in its own account and (ii) secondopinion, the Registration distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such Incidental securities by Company, then all selling security holders with incidental registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration by Statement initiated under this Section 3 prior to the Holders; provided that if all effectiveness of such Registration Statement whether or not the Registration Holders have elected to include Registrable Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinStatement.
Appears in 1 contract
Incidental Registration. (a1) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of notice from B&G Foods (which request Company provides such notice, the Company shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a2.2 without obligation to any Stockholder.
(2) and prior If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the effective date Company shall so advise the Stockholders as a part of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof given pursuant to all Section 2.2(a). In such Relevant Shareholders andevent, thereupon, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be relieved conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay this Section 2.2, if the managing underwriter determines that the inclusion of all Registration Expenses in connection with each registration of Registration Securities shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of , to include any Registrable Securities under this Section 2.1 are referred to as “Holders” and all Shares in a Registration Statement if such Registrable Securities sought to Shares can then be registered by such Holders sold pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesRule 144(k) under the Securities Act.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Sources: Registration Rights Agreement (Northeast Optic Network Inc)
Incidental Registration. (a) If B&G Foods Subject to Section 2.2(c) below, whenever the Company proposes to register file a Registration Statement at any time and from time to time (including, to the extent the Company is so permitted, a registration effected by the Company for stockholders other than the Stockholder (a "Registration"), it will, prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating intention to ▇▇▇▇do so and, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 10 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds number of Registrable Securities intended Shares to be disposed registered and the intended method of distribution of such Registrable Shares), the Company shall, subject to Section 2.2(b) below, cause all Registrable Shares which the Company has been requested by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities Stockholder or Stockholders to be so registeredincluded in the Registration; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior 2.2 without obligation or liability to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If a registration pursuant to In connection with any Registration under this Section 2.1 involves a Public Offering (other than 2.2 involving an underwritten offering, the Company shall not be required to include any Registrable Shares in such Registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the case opinion of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) underwriter employed by the Company for the distribution of equity securities it shall advise B&G Foods thatdetermine, in its viewsole discretion, that the registration of all, or part of, the amount of securities Registrable Shares which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall holders have requested to be included thereinwould interfere with the successful marketing of the proposed public offering, then the Company shall be required to include in the Registration only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without interfering with the successful marketing of the proposed public offering. If the number of Registrable Shares to be included in Registration in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such Registration shall participate in the underwritten offering pro rata based upon their total ownership of shares of Common Stock of the Company. If any holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among other requesting holders pro rata based upon their total ownership of shares of Common Stock of the Company.
(c) The Company shall not be required to effect more than two (2) registrations pursuant to paragraph (a) above.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods the Company at any time proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) equity securities under the Securities Act (or other than applicable law governing the issuance and sale of securities in a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating manner which would permit Registration of Registrable Securities for sale to ▇▇▇▇the public under the Securities Act, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods it shall each such time, subject to the provisions of Section 2.1(b) hereof9.01(b), give prompt written notice at least concurrently with to the initial filing date Purchaser of its intention to do so and of the registration statement relating to such registration to each Shareholder, which notice shall set forth such ShareholderPurchaser's rights under this Section 2.1 and 9.01, at least 30 days prior to the anticipated filing date of the Registration Statement relating to such Registration. Such notice shall offer all such Shareholders the Purchaser the opportunity to include in such registration statement Registration Statement such amount number of Registrable Securities as each such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)holder may request. Upon the written request of any Relevant Shareholder Purchaser made within 15 20 days after the receipt of the Company's notice from B&G Foods (which request shall specify the amount and kinds number of Registrable Securities intended to be disposed of by such Relevant ShareholdersPurchaser and the intended method of disposition thereof), B&G Foods the Company will use its best efforts to effect the registration Registration under the Securities Act of all such Registration Registrable Securities which B&G Foods the Company has been so requested to register by such Relevant Shareholdersthe Purchaser; provided, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (yx) if such registration Registration involves a Public Offeringan underwritten offering, all Relevant Shareholders Purchaser must sell their Registration its Registrable Securities to the underwriters selected as provided in Section 2.4(f) by the Company on the same terms and conditions as applicable apply to B&G Foods the Company; and (zy) if, at any time after giving written notice of its intention to register any Class B Common Stock securities pursuant to this Section 2.1(a9.01(a) and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registrationRegistration, B&G Foods the Company shall determine for any reason not to register such Class B Common Stocksecurities, B&G Foods the Company shall give written notice thereof to all such Relevant Shareholders and, thereupon, the Purchaser and shall thereupon be relieved of its obligation to register any Registration Registrable Securities in connection with such registrationRegistration. B&G Foods will If a Registration pursuant to this Section 9.01(a) involves an underwritten public offering, the Purchaser may elect, in writing prior to the Effective Date of the Registration Statement filed in connection with such Registration, not to register such Registrable Securities in connection with such Registration. The Company shall pay all Registration Expenses in connection with each registration Registration of Registration Registrable Securities requested to be registered pursuant to this Section 2.1 9.01. However, the Purchaser shall pay all underwriting discounts and Section 2.2. All Shareholders properly requesting registration commissions and transfer taxes, if any, relating to the sale or disposition of the Purchaser's Registrable Securities under this Section 2.1 are referred pursuant to as “Holders” and all Registrable Securities sought to be registered by such Holders a Registration Statement effected pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities9.01.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Sources: Stock Purchase Agreement (Information Management Associates Inc)
Incidental Registration. (a) If B&G Foods Company at any time proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) file a registration statement under the Securities Act on any form (other than a registration (i) Registration Statement on Form S-4 or S-8 or S-4 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise employees of employee stock options or in connection with Company pursuant to any employee benefit or similar plan plan, respectively) for the general registration of B&G Foodssecurities (an "Incidental Registration Statement"), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, it will give prompt written notice to all Holders at least concurrently with 15 days before the initial filing date with the SEC of the registration statement relating to such registration to each ShareholderIncidental Registration Statement, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount intended method of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as would such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such shares. In connection with any registration subject to this Section 3, which is to be effected in a firm commitment underwriting, Company will not cause be required to include Registrable Securities in such underwriting unless the offering to exceed Holder of such Registrable Securities accepts the Maximum Offering Size allocated in the following orders of priority: (i) first, all terms and conditions of the shares underwriting agreement which is agreed upon between Company and the managing underwriter selected by Company, so long as such underwriting agreement conforms to industry standards and practices and the obligations and liabilities imposed on the Holders under such agreement are customary for the stockholders selling securities in an underwritten offering. If the managing underwriter of Common Stock that B&G Foods proposes to sell for a proposed public offering shall advise Company in writing that, in its own account and (ii) secondopinion, the Registration distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially and adversely affect the distribution of such Incidental securities by Company, then all selling security holders with incidental registration rights shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. The Company shall have the right to terminate or withdraw any Registration by Statement initiated under this Section 3 prior to the Holders; provided that if all effectiveness of such Registration Statement whether or not the Registration Holders have elected to include Registrable Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinStatement.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating Registration Statement filed pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer a Registration Statement covering shares to be sold solely for the account of Other Holders) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so; provided, -------- that no such Shareholders notice need be given if no Registrable Shares are to be included therein as a result of a determination of the opportunity managing underwriter pursuant to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”Section 2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company; provided that the Company shall make commercially -------- reasonable efforts to assist the Stockholders in negotiating terms and conditions in such underwriting agreement that are reasonably acceptable to the Stockholders. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting to not cause less than 50% of the offering total number of securities to exceed be included in the Maximum Offering Size offering; provided that the foregoing requirement shall not apply to the Initial Public -------- Offering. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or file a Registration Statement covering shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (iSpecial Registration Statement) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a written notice from the initial filing date of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made Stockholder given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion 2.2 shall be conditioned upon such Stockholder’s participation in such offering set forth in Section 2.2(cunderwriting on the terms thereof and (ii) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include all Stockholders including Registrable Shares in such registration will exceed shall enter into an underwriting agreement upon customary terms with the amount which can be sold underwriter or underwriters selected for the underwriting by the Board of Directors of the Company. If any Stockholder who has requested inclusion of its Registrable Shares in such Public Offering (registration as provided above disapproves of the “Maximum Offering Size”)terms of the underwriting, B&G Foods shall include in such registrationperson may elect, up by written notice to the Maximum Offering SizeCompany, so many to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities proposed Company and its underwriters shall allocate the number of Registrable Shares requested to be registered by B&G Foods each of the holders thereof as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priorityfollows: (i) first, all of to the shares of Common Stock that B&G Foods proposes to sell for its own account and Company; (ii) second, to the Registration Securities requested Purchasers who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such Purchaser; (iii) third, to the Common Stockholders who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such Common Stockholder, (iv) fourth, to the other holders of Registrable Shares (other than the Purchasers and Common Stockholders) who have elected to participate in such offering, pro rata according to the number of Registrable Shares held by each such holder; and (v) thereafter, to the extent additional securities may be included in such Incidental Registration by offering, to any other holders of Company securities other than Registrable Shares; provided, however, that no such reduction shall reduce the Holders; provided that if amount of securities of the Purchasers included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Public Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registration Securities Registrable Shares of the Purchasers may be excluded in accordance with the immediately preceding clause. If any Stockholder or Other Holder would thus be entitled to include more shares than such holder requested to be included in such Incidental Registration by registered, the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number of Registration Securities that each Holder shall have requested to be included thereinmanner described in the preceding sentence.
Appears in 1 contract
Sources: Investor Rights Agreement (Adnexus Therapeutics, Inc.)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be -------- included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by holders other than Stockholders and other stockholders entitled to include shares therein ("Other Holders") shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limita- tion on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1 involves 2.2, to include any Registrable Shares in a Public Offering (other than in the case of a Public Offering Registration Statement if such Registrable Shares can then be sold pursuant to a Demand Registration, in which case Rule 144(k) under the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) Securities Act and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many represent less than 1% of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the then outstanding shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinStock.
Appears in 1 contract
Incidental Registration. (ai) If B&G Foods the Company at any time after the date hereof proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) equity securities under the Securities Act (other than a registration (i) on Form S-8 S-4 or S-4 S-8, or any successor or other forms promulgated for similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foodspurposes), B&G Foods shall whether or not for sale for its own account, it will, at each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date to all registered holders of the registration statement relating Warrants of its intention to do so and of such registration to each Shareholder, which notice shall set forth such Shareholder's registered holders’ rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)paragraph 7. Upon the written request of any Relevant Shareholder such registered holder made within 15 fifteen (15) days after the receipt of any such notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholdersregistered holder), B&G Foods the Company will use its best efforts to effect the registration under the Securities Act of all such Registration Registrable Securities which B&G Foods the Company has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registeredregistered holders thereof; provided that that:
(y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (zA) if, at any time after giving written notice of its intention to register any Class B Common Stock securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each registered holder of Registerable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses already incurred in connection therewith), and
(B) if such registration involves an underwritten offering, all registered holders of Registerable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.
(ii) If a registration requested pursuant to this Section 2.1(a) and paragraph 7 involves an underwritten public offering, any registered holder of Registerable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register all or any part of such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities securities in connection with such registration. B&G Foods Nothing in this paragraph 7 shall operate to limit the right of any registered holder of Registerable Securities to request the registration of Common Stock issuable upon the conversion, exchange or exercise of the Warrants or any other securities held by such registered holder notwithstanding the fact that at the time of request such registered holder does not hold the Common Stock underlying such securities. The registrations provided for in this paragraph 7(b) are in addition to, and not in lieu of, registrations made upon the request of the registered holders of Registerable Securities in accordance with paragraph 7(c) and paragraph 7(d).
(iii) The Company will pay all Registration Expenses in connection with each registration of Registration Registrable Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securitiesparagraph 7(b).”
(biv) If a registration pursuant to this Section 2.1 paragraph 7(b) involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such an underwritten offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods underwriter advises the Company in writing that, in its viewopinion, the amount number of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Registrable Securities requested to be included in such Incidental Registration registration would be likely to have an adverse effect on the price, timing or distribution of the securities to be offered in such offering as contemplated by the Holders; provided that if all Company (other than the Registration Registrable Securities), then the Company shall include in such registration (i) first, 100% of the securities the Company proposes to sell for its own account, and (ii) second, to the extent of the amount of Registrable Securities requested to be included in such Incidental Registration by registration which, in the Holders are not opinion of such managing underwriter, can be sold without having the adverse effect referred to be includedabove, selection the amount of Registration Registrable Securities to be included shall be made pro rata based on which the number registered holders of Registration Registerable Securities that each Holder shall have requested to be included thereinin such registration, such amount to be allocated pro rata among all requesting registered holders of Registerable Securities on the basis of the relative amount of Registrable Securities then held by each such registered holder (provided that any such amount thereby allocated to any such registered holder that exceeds such registered holder’s request shall be reallocated among the remaining requesting registered holders of Registerable Securities in like manner).
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (i) on Form S-8 or S-4 or Registration Statement filed pursuant to Section 2.1, at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders, given within 15 twenty (20) days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of the Registrable Securities intended Shares requested to be disposed of by such Relevant Shareholdersregistered), B&G Foods will the Company shall use its reasonable best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in such Registration Securities to be so registeredrequest; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders and Founders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1 involves a Public Offering 2.2, if the managing underwriter determines that the inclusion of all shares requested to be registered would adversely affect the offering, the Company may limit (to zero) the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers and directors of the Company (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(cRegistrable Shares) shall apply) be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter(s) underwriter, and, if a further limitation on the number of shares is required the other securities held by officers and directors of the Company (including Registrable Shares), shall advise B&G Foods thatbe excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, in its viewand if a further limitation on the number of shares is required, the amount number of securities which B&G Foods and the Relevant Shareholders intend to include shares that may be included in such registration will exceed and underwriting (other than shares to be sold by the amount Company) shall be allocated (i) first to Perceptive and North Bridge and (ii) second to the extent that the Maximum Number of Securities is not exceeded among all Stockholders and Other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) which can they held at the time the Company gave the notice specified in Section 2.2(a) (excluding from calculation any securities excluded from such registrations as set forth above in this sentence, provided that, if any shares are to be sold in such Public Offering offering other than on behalf of the Company, then the total number of Registrable Shares permitted to be included therein shall in any event be at least fifty percent (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many 50%) of the securities proposed included therein (based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such Incidental Registration underwriting, such person may elect to withdraw therefrom by written notice to the Holders; provided that if all Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For the Registration Securities requested avoidance of doubt, no shares to be included in such Incidental Registration by offered on behalf of the Holders are not Company shall be required to be included, selection excluded from such Registration Statement and underwriting unless all shares held by holders of securities of the Company (including Stockholders and Other Holders) have been excluded from such Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder Statement and underwriting.
(c) The Company shall have the right to select the managing underwriter for any underwritten offering requested pursuant to Section 2.2, subject to the approval of the holders of a majority of the Registrable Shares, which approval will not be included thereinunreasonably withheld or delayed.
Appears in 1 contract
Sources: Investor Rights Agreement (Lyra Therapeutics, Inc.)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (i) on Form S-8 or S-4 or Registration Statement filed pursuant to Section 2.1 at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of the registration statement relating its intention to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)do so. Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended Shares), the Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration2.2, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) secondis required, the Registration Securities number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares that were requested to be included in such Incidental registration. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration and reallocated among any remaining selling stockholders in accordance with the immediately preceding sentence.
(c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can be sold by the Holders; provided that if all Stockholder within a 3-month period pursuant to Rule 144 under the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinAct.
Appears in 1 contract
Sources: Registration Rights Agreement (SCC Communications Corp)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (iRegistration Statement filed pursuant to Section 2.1 or a Registration Statement covering shares to be sold solely for the account of Other Holders) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 20 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended Shares), the Company shall use commercially reasonable efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2.2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesStockholder.”
(b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be conditioned upon (i) such Stockholder's participation in such underwriting on the terms set forth herein and (ii) the Company's right to first register securities under Section 2.2(a) in preference over the Stockholders' incidental registration rights pursuant to this Section 2.1 involves a Public Offering (2.2. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5; provided further, that the Company shall use commercially reasonable efforts to negotiate with the underwriters so that the underwriting agreement will not require the Stockholders to make any representation or warranty other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions connection with respect to priority of inclusion in such offering set forth information described in Section 2.2(c) shall apply) and 2.7. Notwithstanding any other provision of this Section 2.2, if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering offering, the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration; and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such Incidental Registration underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding any other provision of this Section 2.2, the Company shall not be required to exclude or reduce in amount any shares of Common Stock proposed to be sold by the Holders; provided that if all Company in order to facilitate the Registration Securities requested to be included in such Incidental Registration registration of Registrable Shares or any other shares of Common Stock held by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included thereinCompany stockholders.
Appears in 1 contract
Incidental Registration. (a) 2.1. If B&G Foods the Company at any time proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) equity securities under the Securities Act (other than a registration Registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A shares of Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods)the Company, B&G Foods (ii) in connection with an acquisition by the Company of another company, or (iii) pursuant to Section 1) in a manner which would permit Registration of Registrable Securities for resale to the public under the Securities Act, it shall each such time, subject to the provisions of Section 2.1(b) hereof2.2, give prompt written notice to all holders of record of Registrable Securities of its intention to do so and of such holders' rights under this Section 2, at least concurrently with 20 business days prior to the initial anticipated filing date of the registration statement Registration Statement relating to such registration to each Shareholder, which Registration. Such notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders holders the opportunity to include in such registration statement Registration Statement such amount number of Registrable Securities as each such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”)holder may request. Upon the written request of any Relevant Shareholder such holder made within 15 business days after the receipt of the Company's notice from B&G Foods (which request shall specify the amount and kinds number of Registrable Securities intended to be disposed of by such Relevant Shareholdersholder), B&G Foods the Company will use its best commercially reasonable efforts to effect the registration Registration under the Securities Act of all such Registration Registrable Securities which B&G Foods the Company has been so requested to register by such Relevant Shareholdersthe holders thereof; provided, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (yx) if such registration Registration involves a Public Offeringan underwritten offering, all Relevant Shareholders holders of Registrable Securities requesting to be included in the Company's Registration must sell their Registration Registrable Securities to the underwriters selected as provided in Section 2.4(f) by the Company on the same terms and conditions as applicable apply to B&G Foods the Company; and (zy) if, at any time after giving written notice of its intention to register any Class B Common Stock securities pursuant to this Section 2.1(a) 2.1 and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registrationRegistration, B&G Foods the Company shall determine for any reason not to register such Class B Common Stocksecurities, B&G Foods the Company shall give written notice thereof to all such Relevant Shareholders and, thereupon, holders of Registrable Securities and shall thereupon be relieved of its obligation to register any Registration Registrable Securities in connection with such registrationRegistration (without prejudice, however, to rights of the holders of Registrable Securities under Section 1). B&G Foods will If a Registration pursuant to this Section 2.1 involves an underwritten public offering, any holder of Registrable Securities requesting to be included in such Registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such Registration, not to register such Registrable Securities in connection with such Registration. No Registration effected under this Section 2 shall relieve the Company of its obligations to effect Registrations upon request under Section 1 or Section 3. The Company shall pay all Registration Expenses in connection with each registration Registration of Registration Registrable Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities2.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based on the number of Registration Securities that each Holder shall have requested to be included therein.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, whether at the request of any Stockholder or otherwise (other than a Registration Statement filed in connection with the Company's initial public offering of Common Stock), it will, prior to such filing, give written notice to all Stockholders and all Management Stockholders of its ▇▇▇▇ intention to do so and, upon the written request of a Stockholder or Stockholders, or a Management Stockholder or Management Stockholders, given within 30 days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or shares of Class A Common Stock Stockholders, or Senior Subordinated Notes comprising the ▇▇▇▇) Management Stockholder or Management Stockholders, to register to be registered under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities Stockholder or Stockholders, or Management Stockholder or Management Stockholders; provided, however, that the Company shall have the right to be so registered; provided that (y) if such -------- ------- postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its 2 without obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 Stockholder or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesManagement Stockholder.”
(b) If a In connection with any registration pursuant to under this Section 2.1 involves a Public Offering (other than 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. If in the case opinion of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) underwriter it is desirable because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Company shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein; provided, however, that no persons or -------- ------- entities other than the Company, the Stockholders, the Management Stockholders and other persons or entities holding registration rights shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration will exceed shall participate in the amount which can registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the conversion into Common Stock of all securities convertible thereinto); provided, however, that -------- ------- if the Registration Statement is filed by the Company upon the exercise of demand registration rights held by stockholders other than holders of Registrable Shares ("Other Holders") and does not include shares to be sold in such Public Offering (for the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many account of the securities proposed Company, then the Other Holders shall be entitled to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, include all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested by them to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities Statement before holders of Registrable Shares shall be entitled to include Registrable Shares therein. If any holder would thus be entitled to include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting holders pro rata based on in the number of Registration Securities that each Holder shall have requested to be included thereinmanner described in the preceding sentence.
Appears in 1 contract
Sources: Investor Rights Agreement (Convergent Networks Inc)
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement (other than a registration (ipursuant to Section 2) on Form S-8 or S-4 or at any successor or similar forms or (ii) relating time and from time to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject it will, prior to the provisions of Section 2.1(b) hereofsuch filing, give prompt written notice at least concurrently with the initial filing date to all Stockholders and Management Stockholders of the registration statement relating its intention to such registration to each Shareholderdo so and, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon upon the written request of any Relevant Shareholder made Stockholders and/or Management Stockholders given within 15 10 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholders and/or Management Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholders and/or Management Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a3 without obligation to any Stockholder.
(b) In connection with any registration under this Section 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such registration unless the holders thereof accept the terms of the underwriting as agreed upon between the Company and prior the underwriters selected by it (provided that such terms must be consistent with this Agreement). If in the opinion of the managing underwriter it is appropriate because of marketing factors to limit the number of Registrable Shares to be included in the offering, then the Company shall be required to include in the registration only that number of Registrable Shares, if any, which the managing underwriter believes should be included therein; provided that no persons or entities other than the Company, the Stockholders, the Management Stockholders and persons or entities holding registration rights granted in accordance with Section 10 hereof shall be permitted to include securities in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and other holders of securities entitled to include them in such registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock (giving effect to the effective date conversion into Common Stock of all securities convertible thereinto). If any holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting holders pro rata in the manner described in the preceding sentence.
(c) Notwithstanding anything to the contrary contained in this Section 3, in connection with any registration statement filed under this Section 3 involving an underwriting, in the event that a Stockholder and/or Management Stockholder does not elect to sell his, her or its Registrable Shares to the underwriters in connection with such registrationoffering, B&G Foods such holder shall determine for any reason not to register refrain from selling such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be Registrable Shares so registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration 3 during the period of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered distribution of the Company's securities by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than underwriters and the period in which the underwriting syndicate participates in the case of a Public Offering pursuant to a Demand Registrationaftermarket; provided however, that such holder shall, in which case the provisions any event, be entitled to sell its Registrable Shares in connection with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Securities requested to be included in such Incidental Registration by the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included shall be made pro rata based commencing on the number 90th day after the effective date of Registration Securities that each Holder shall have requested to be included thereinsuch registration statement.
Appears in 1 contract
Sources: Registration Rights Agreement (Casella Waste Systems Inc)
Incidental Registration. (a1) If B&G Foods Whenever the Company proposes to register any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act file a Registration Statement on Form S-3 (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating Registration Statement filed pursuant to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foodsthe Initial Public Offering), B&G Foods shall each it will, prior to such time, subject to the provisions of Section 2.1(b) hereoffiling, give prompt written notice at least concurrently with the initial filing date to all Stockholders of its intention to do so; PROVIDED, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 10 days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its reasonable best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of such Registration Securities to be so registeredStockholder or Stockholders; provided that (y) if such the Company shall have the right to postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a2.2 without obligation to any Stockholder.
(2) and prior If the registration for which the Company gives notice pursuant to Section 2.2(a) is of a registered public offering involving an underwriting, the effective date Company shall so advise the Stockholders as a part of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof given pursuant to all Section 2.2(a). In such Relevant Shareholders andevent, thereupon, the right of any Stockholder to include its Registrable Shares in such registration pursuant to Section 2.2 shall be relieved conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors of its obligation to register the Company distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter or underwriters selected for the underwriting by the Company. Notwithstanding any Registration Securities in connection with such registration. B&G Foods will pay other provision of this Section 2.2, if the managing underwriter determines that the inclusion of all Registration Expenses in connection with each registration of Registration Securities shares requested to be registered pursuant would adversely affect the offering, the Company may limit the Registrable Shares to this Section 2.1 be included in the registration and Section 2.2underwriting. All Shareholders properly requesting registration The Company shall so advise all holders of Registrable Securities under this Section 2.1 Shares requesting registration, and the number of shares that are referred to as “Holders” and all Registrable Securities sought entitled to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than included in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) registration and underwriting shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its view, the amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included in such Incidental Registration by registered, the Holders; provided that if all the Registration Securities requested to be included in such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included excess shall be made allocated among other requesting Stockholders and Other Holders pro rata based on in the number manner described in the preceding sentence. If any holder of Registration Securities that each Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall have requested to be included thereinwithdrawn from such registration.
Appears in 1 contract
Incidental Registration. (a) If B&G Foods Whenever the Company proposes to register file a Registration Statement at any time and from time to time, it will prior to such filing, give written notice to all Stockholders of its ▇▇▇▇ (or shares intention to do so; PROVIDED, HOWEVER, that no such notice need be given if no Registrable Shares are to be included therein as a result of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act (other than a registration (i) on Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date determination of the registration statement relating managing underwriter pursuant to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”2.2(b). Upon the written request of any Relevant Shareholder made a Stockholder or Stockholders given within 15 fifteen (15) days after the receipt of Company provides such notice from B&G Foods (which request shall specify state the amount and kinds intended method of disposition of such Registrable Securities intended to be disposed of by such Relevant ShareholdersShares), B&G Foods will the Company shall use its best efforts to effect cause all Registrable Shares which the registration Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified m the request of such Registration Securities Stockholder or Stockholders; PROVIDED, HOWEVER, that the Company shall have the right to be so registered; provided that (y) if such postpone or withdraw any registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock effected pursuant to this Section 2.1(a) and prior 2.2 without obligation to any Stockholder. Notwithstanding any other provision of this Agreement seemingly to the effective date of contrary, the registration statement filed in connection with such registration, B&G Foods Stockholders shall determine for any reason not have no right under this Agreement to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation require the Company to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to the Securities Act as “Holders” and all Registrable Securities sought to be registered part of any registration initiated by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration SecuritiesCMGI.”
(b) If the registration, for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Shares in such registration pursuant to this Section 2.1 involves a Public Offering (other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion 2.2 shall be conditioned upon such Stockholder's participation in such offering underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriting selected for the underwriting by the Company. Notwithstanding any other provision of this Section 2.2(c) shall apply) and 2.2, if the managing underwriter(s) shall advise B&G Foods that, in its view, underwriter determines that the amount inclusion of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed all shares requested to be registered by B&G Foods as would not cause adversely affect the offering the Company may limit the number of Registrable Shares to exceed be included in the Maximum Offering Size registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be allocated in the following orders of priority: (i) first, all manner. The securities of the Company held by holders other than Stockholders or Other Holders shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock that B&G Foods proposes which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to sell for its own account and (ii) second, the Registration Securities include more securities than such holder requested to be included registered, the excess shall, be allocated among other requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such Incidental Registration underwriting such person may elect to withdraw therefrom by written notice to the Holders; provided that if all the Registration Securities requested to be included in Company, and any Registrable Shares or other securities excluded or, withdrawn from such Incidental Registration by the Holders are not to be included, selection of Registration Securities to be included underwriting shall be made pro rata based on withdrawn from such registration.
(c) Notwithstanding the number foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the Securities Act and represent less than one percent (1%) of Registration Securities that each Holder shall have requested to be included thereinthe then outstanding shares of Common Stock.
Appears in 1 contract
Incidental Registration. (ai) If B&G Foods proposes In addition to, and independent of the rights afforded by Section 1(a), prior to register filing with the Commission any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act Registration Statement (other than a registration (i) Registration Statement on Form S-4 or S-8 or S-4 or any successor forms to such Forms) with respect to (A) any public offering by and for the account of the Company of its equity securities or similar forms any securities convertible into or exchangeable or exercisable for such equity securities or (iiB) relating to ▇▇▇▇any public offering by the Company for the account of IronBrand, Class A Common Stock or Senior Subordinated Notes issuable upon exercise any other holders of employee stock options or in connection with any employee benefit or similar plan of B&G Foods), B&G Foods shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date equity securities of the registration statement relating Company, of the Company's equity securities or any securities convertible into or exchangeable or exercisable for such equity securities, the Company shall notify each holder of the Registrable Securities of such proposed filing, specifying whether such offering is to be an Underwritten Offering and if so, the price range at which the shares are expected to be offered pursuant thereto. Any such registration holder wishing to each Shareholder, which notice shall set forth have any of such Shareholderholder's rights under this Section 2.1 and shall offer all such Shareholders the opportunity to include Registrable Securities included in such registration statement such amount of Registrable Securities as such Shareholders Registration Statement shall request promptly (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of in any Relevant Shareholder made event within 15 30 days after such notice is given by the receipt of notice from B&G Foods (which request shall specify the amount and kinds of Registrable Securities intended to be disposed of by such Relevant Shareholders), B&G Foods will use its best efforts to effect the registration under the Securities Act of all such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (yCompany) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date of the registration statement filed in connection with such registration, B&G Foods shall determine for any reason not to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each the Company requesting registration of Registration such holder's Registrable Securities, specifying the number of Registrable Securities requested to be registered pursuant and describing the proposed method of disposition thereof, and if the proposed offering is to this Section 2.1 be an Underwritten Offering and Section 2.2. All Shareholders properly requesting registration such holder wishes to participate therein, specifying the number of Registrable Securities under this Section 2.1 are referred which such holder wishes to as “Holders” and all Registrable Securities sought to be registered by such Holders dispose of pursuant to this Section 2.1 or such Underwritten Offering.
(ii) If the proposed public offering as to which notice is given by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee the Company pursuant to Section 2.2 are referred to as “Registration Securities.”
(b1(b)(i) If a registration pursuant to this Section 2.1 involves a Public Offering (is other than in the case of a Public Offering pursuant to a Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) and the managing underwriter(s) shall advise B&G Foods that, in its viewan Underwritten Offering, the amount of securities which B&G Foods and Company shall use its reasonable best efforts to register the Relevant Shareholders intend to include in such registration will exceed the amount which can be sold in such Public Offering (the “Maximum Offering Size”), B&G Foods shall include in such registration, up to the Maximum Offering Size, so many of the securities proposed to be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated in the following orders of priority: (i) first, all of the shares of Common Stock that B&G Foods proposes to sell for its own account and (ii) second, the Registration Registrable Securities requested to be included in its Registration Statement and, in connection therewith, to prepare and make available a Prospectus meeting the requirements of Section 10(a) of the Securities Act for such Incidental Registration period as may be required by the Holders; provided Securities Act.
(iii) At any time prior to the time that if all the a Registration Securities requested Statement as to be included in such Incidental Registration which notice has been given by the Holders are Company pursuant to Section 1(b) has been filed by the Company or, if filed, has been declared effective, the Company may determine not to be includedfile, selection or may withdraw, such Registration Statement, in either of Registration Securities to be included shall be made pro rata based on which events the number of Registration Securities that each Holder Company shall have requested no obligation pursuant to be included thereinthis Section 1(b) to register any Registrable Securities in connection with such proposed Registration Statement.
Appears in 1 contract
Sources: Registration Rights Agreement (National Auto Finance Co Inc)
Incidental Registration. (a) If B&G Foods a. The Company covenants and agrees with the Securityholders that in the event that the Company proposes after the Date of Grant to register file a registration statement under the Act with respect to any of its ▇▇▇▇ (or shares of Class A Common Stock or Senior Subordinated Notes comprising the ▇▇▇▇) under the Securities Act equity securities (other than a pursuant to registration (i) statements on Form S-4 or Form S-8 or S-4 or any successor or similar forms or (ii) relating to ▇▇▇▇, Class A Common Stock or Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of B&G Foodsforms), B&G Foods whether or not for its own account, then the Company shall each such time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice of such proposed filing to all Securityholders promptly (and in any event at least concurrently with twenty (20) days before the initial anticipated filing date of the registration statement relating date). Such notice shall offer to such registration to each ShareholderSecurityholders, which notice shall set forth such Shareholder's rights under this Section 2.1 and shall offer all such Shareholders together with others who have similar rights, the opportunity to include in such registration statement such amount number of Registrable Securities as such Shareholders shall they may request (each, other than Registrable Securities already registered pursuant to a Shelf Registration Statement). The Company shall direct and use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering (unless the offering is an “Incidental Registration” underwritten offering of a class of the Company's equity securities other than Common Stock and the Shareholders requesting an Incidental Registrationmanaging underwriter has advised the Company in writing that, in its opinion, the “Relevant Shareholders”). Upon inclusion in such offering of Common Stock would materially adversely affect the written request distribution of any Relevant Shareholder made within 15 days after such offering) to permit the receipt of notice from B&G Foods (which request shall specify the amount and kinds holders of Registrable Securities intended requested to be disposed of by included in the registration to include such Relevant Shareholders), B&G Foods will Registrable Securities in the proposed offering and the Company shall use its reasonable best efforts to effect the registration under the include such Registrable Securities Act of all in such Registration Securities which B&G Foods has been so requested to register by such Relevant Shareholders, to the extent required to permit the disposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the underwriters selected as provided in Section 2.4(f) proposed offering on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any Class B Common Stock pursuant to this Section 2.1(a) and prior to the effective date similar securities of the registration statement filed in connection with such registrationCompany included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, B&G Foods shall determine for any reason not the right of a Securityholder to register such Class B Common Stock, B&G Foods shall give written notice thereof to all such Relevant Shareholders and, thereupon, shall be relieved of its obligation to register any Registration Securities in connection with such registration. B&G Foods will pay all Registration Expenses in connection with each registration of Registration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. All Shareholders properly requesting registration of Registrable Securities under this Section 2.1 are referred to as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a BRS Entity, a Canterbury Entity, a CIT Entity or a Demand Transferee pursuant to Section 2.2 are referred to as “Registration Securities.”
(b) If a registration pursuant to this Section 2.1 involves a Public Offering (other than SECTION 9.2 shall be conditioned upon such Securityholder's participation in such underwriting and the inclusion of the Registrable Securities to be sold by such Securityholder in the underwriting. All Securityholders proposing to distribute Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. The foregoing notwithstanding, in the case of a Public Offering firm commitment offering on underwriting terms appropriate for such a transaction, other than a registration requested by Securityholders pursuant to a Demand RegistrationSECTION 9.1, in which case if any such managing underwriter of recognized standing shall advise the provisions with respect to priority of inclusion in such offering set forth in Section 2.2(c) shall apply) Company and the managing underwriter(s) shall advise B&G Foods Securityholders in writing that, in its viewopinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which B&G Foods and the Relevant Shareholders intend to include in such registration will exceed the amount which managing underwriter believes can reasonably be sold in such Public Offering (the “Maximum Offering Size”)contemplated distribution, B&G Foods shall include then the securities to be included in such registration, up to the Maximum Offering Size, so many a registration which is a primary underwritten offering on behalf of the securities proposed to Company shall be registered by B&G Foods as would not cause the offering to exceed the Maximum Offering Size allocated included in the following orders of priorityorder: (i) first, all of the shares of Common Stock that B&G Foods securities the Company proposes to sell for its own account and include therein, (ii) second, pro rata among all of the Registration Registrable Securities requested to be included in such Incidental Registration therein by the Holders; provided that if all the Registration Securityholders according to the
12. number of Registrable Securities requested to be included in by each such Incidental Registration by the Holders are not Securityholder requesting inclusion therein, and (iii) third, such other securities requested to be included, selection of Registration Securities to be included shall be made pro rata based on among the holders of such other securities according to the number of Registration Securities that each Holder shall have securities requested to be included by each such holder requesting inclusion therein.
Appears in 1 contract