Notifications Regarding Demands and Piggyback Opportunities Clause Samples
The "Notifications Regarding Demands and Piggyback Opportunities" clause requires parties to promptly inform each other when a demand is made that could trigger rights for additional parties to participate, such as in a securities offering. For example, if one shareholder exercises a demand registration right, the company must notify other shareholders who may have "piggyback" rights, allowing them to join the registration. This clause ensures all eligible parties are aware of and can take advantage of participation opportunities, promoting fairness and transparency in the process.
Notifications Regarding Demands and Piggyback Opportunities. In order for the Stockholders to exercise their right to demand that a registration statement be filed or that an underwritten takedown occur, they must so notify the Company indicating the number of shares sought to be registered or taken down and the proposed plan of distribution. The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of its pursuit of any registration or underwritten shelf takedown of shares (whether pursuant to a Stockholder demand or otherwise), including the anticipated timing of the filing of a registration statement or amendment and the finalization of related preliminary and final prospectuses and the timing of pricing, in order that the Stockholders have a reasonable opportunity to exercise their piggyback rights in accordance with this Agreement. Without derogating from the Company’s obligation to keep Stockholders contemporaneously apprised, as described above, having such a “reasonable opportunity” means that Stockholders must be notified of a piggyback opportunity no later than three full trading days prior to the applicable piggyback deadline referred to in Section 3.2. Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions and notifications.
Notifications Regarding Demands and Piggyback Opportunities. In order for the Siris Parties to exercise their right to demand that a registration statement be filed or that an underwritten takedown occur, they must so notify the Company indicating the number of shares sought to be registered or taken down and the proposed plan of distribution. The Company will keep the Shareholders contemporaneously apprised of all pertinent aspects of its pursuit of any registration or underwritten shelf takedown of shares, as the case may be (whether pursuant to a Siris Party demand or otherwise), including the anticipated timing of the filing of a registration statement or amendment and the finalization of related preliminary and final prospectuses and the timing of pricing, in order that the Shareholders have a reasonable opportunity to exercise their piggyback rights in accordance with this Agreement. Without derogating from the Company’s obligation to keep Shareholders contemporaneously apprised, as described above, having such a
Notifications Regarding Demands and Piggyback Opportunities. Prior to a Sponsor demanding a registration statement or an underwritten takedown off of a shelf, such demanding Sponsor shall consult with the non-demanding Sponsor in this regard. In order for one or more Demanding Stockholders to exercise their right to demand that a registration statement be filed or that an underwritten takedown occur as set forth above in Article II, the Demanding Stockholders must so notify the Company indicating the number of shares sought to be registered or taken down and the proposed plan of distribution. The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of its pursuit of a Qualified IPO and any subsequent registration or underwritten shelf takedown of shares, as the case may be (whether pursuant to a Sponsor demand, a Warrantholder Majority demand or otherwise), including the anticipated principal terms and conditions of the issuance, including the proposed offering price or range of offering prices (if known), the anticipated timing of the filing of a registration statement or amendment and the finalization of related preliminary and final prospectuses, the timing of pricing and the number of shares that are proposed to be registered, in order that the Stockholders have a reasonable opportunity to exercise any applicable piggyback rights in accordance with this Agreement. Without derogating from the Company’s obligation to keep Stockholders contemporaneously apprised, as described above, having such a “reasonable opportunity” means that Stockholders must be notified of a piggyback opportunity no later than (i) if prior to a Qualified IPO, five (5) full trading days prior to the applicable piggyback deadline referred to in Section 3.2, (ii) if following a Qualified IPO, except in connection with a Block Trade, three (3) full trading days prior to the applicable piggyback deadline referred to in Section 3.2, or (iii) if in connection with a Block Trade, three (3) trading days prior to the proposed execution date of such Block Trade. Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain the confidentiality of these discussions and notifications.