Number of Fully Marketed Underwritten Offerings Clause Samples

The "Number of Fully Marketed Underwritten Offerings" clause defines the maximum number of times a party, typically the issuer or a shareholder, may require the underwriter to conduct a fully marketed public offering of securities under the agreement. In practice, this clause sets a specific limit—such as two or three offerings—on how many times the underwriter must participate in these comprehensive, widely marketed sales processes, which often involve roadshows and extensive investor outreach. By establishing this cap, the clause helps manage the underwriter's obligations and prevents excessive demands, ensuring a balanced allocation of responsibilities and protecting both parties from overcommitment.
Number of Fully Marketed Underwritten Offerings. Purchaser shall be entitled to request an aggregate of four (4) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement; provided, however, that Purchaser shall be entitled to request no more than two (2) underwritten offerings pursuant to the Shelf Registration Statement in any twelve (12)-month period that require involvement by management of the Company in “road-show” or similar marketing activities. If Purchaser requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith or Purchaser is not able to sell at least 50% of the Registrable Common Stock desired to be sold in such Fully Marketed Underwritten Offering. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.
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Number of Fully Marketed Underwritten Offerings. The Stockholders shall be entitled to request no more than three (3) underwritten offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements and no more than one (1) underwritten offering pursuant to all of the Demand Registration Statements and Shelf Registration Statements in any 12 month period that requires involvement by management of the Company in road-show or similar marketing activities (a "Fully Marketed Underwritten Offering). If the Stockholders requesting a Demand Registration pursuant to Section 2(a) intend to distribute the Registrable Common Stock covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a) and the Company shall include such information in its written notice referred to in Section 2(b). In such event, (i) the right of any other Stockholders to include their Registrable Common Stock in such registration pursuant to Section 2(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein, and (ii) all Stockholders including Registrable Common Stock in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders greater than the obligations of the Stockholders pursuant to Section 9. If the Stockholders request a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith.
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Number of Fully Marketed Underwritten Offerings. The Investor shall be entitled to request an aggregate of 1 Fully Marketed Underwritten Offering pursuant to the Shelf Registration Statement. If the Investor requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith or the Investor is not able to sell at least 50% of the Registrable Securities desired to be sold in such Fully Marketed Underwritten Offering. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.
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Number of Fully Marketed Underwritten Offerings. The Stockholder shall be entitled to request an aggregate of two (2) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement if the Nominal Stock Consideration Amount is $1 billion or less, three (3) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement if the Nominal Stock Consideration Amount is more than $1 billion but less than $2 billion and four
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Number of Fully Marketed Underwritten Offerings. The Stockholder shall be entitled to request an aggregate of three (3) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statements; provided, that the Stockholder shall be entitled to request an additional Fully Marketed Underwritten Offering following the issuance of any Series II Exchange Warrants and an additional Fully Marketed Underwritten Offering following the issuance of any Series III Exchange Warrants. If the Stockholder then holding a majority of the outstanding Registrable Shares request a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith, but in no event shall ▇▇▇▇▇▇▇ ▇▇▇▇▇ PCG, Inc. be prevented from requesting a Fully Marketed Underwritten Offering (should any such Fully Marketed Underwritten Offering remain) so long as it holds any shares of Registrable Common Stock. Except as provided in this Section 2(b) or as otherwise provided in the Exchange Agreement, there shall be no limitation on the number of sales or takedowns off any of the Shelf Registration Statements. Notwithstanding anything to the contrary contained herein, the Company shall not be obligated to complete more than one Fully Marketed Underwritten Offering or Demand Registration (as defined below) in any 90-day period.
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Number of Fully Marketed Underwritten Offerings. The Investor shall be entitled to request Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement; provided, however, that the Investor shall be entitled to request no more than two (2) underwritten offerings pursuant to the Shelf Registration Statement in any 12 month period that require involvement by management of the Company in marketing activities. If the Investor requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the two (2) permitted underwritten offerings per 12 month period if there is not Full Cooperation in connection therewith or the Investor is not able to sell at least 50% of the Registrable Ordinary Shares desired to be sold in such offering. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.
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Number of Fully Marketed Underwritten Offerings. In addition to the PIPE Registration Rights, beginning on the date that is twenty-four (24) months after the date of this Agreement, the Investor shall be entitled to request one (1) Fully Marketed Underwritten Offering pursuant to the Shelf Registration Statement. If the Investor requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as the one (1) permitted underwritten offering if there is not Full Cooperation in connection therewith or the Investor is not able to sell at least 50% of the Registrable Ordinary Shares desired to be sold in such offering.
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Number of Fully Marketed Underwritten Offerings. The Demand Stockholders, collectively, shall be entitled to request an aggregate of three (3) Fully Marketed Underwritten Offerings pursuant to the Shelf Registration Statement. If any Demand Stockholder requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur promptly Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith or such Demand Stockholders are not able to sell at least 50% in the aggregate of the Registrable Securities desired to be sold in such Fully Marketed Underwritten Offering. Except as provided in this Section 2(b), there shall be no limitation on the number of takedowns off the Shelf Registration Statement.
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Related to Number of Fully Marketed Underwritten Offerings

  • Requested Underwritten Offerings If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Underwritten Offerings If the Company at any time proposes to register any of its securities under the Securities Act, as contemplated by Section 8 hereof, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Option Securities as provided in Section 8.1 and subject to the provisions of this Section 8.4, arrange for such underwriters to include all of the Option Securities to be offered and sold by such holder among the securities to be distributed by such underwriters. In the event that the managing underwriter of any underwritten offering informs the Company and the Holder or Holders of Option Securities requesting the inclusion of their securities in such offering in writing of its belief that the number of securities requested to be sold in such offering exceeds the number which can be sold in such offering, then the Company will include in such offering only securities proposed to be sold by Company for its own account and decrease the number of Option Securities so proposed to be sold and requested to be included in such offering (pro rata on the basis of the percentage of the securities, by number of shares, of the Company requested to be included in the offering by the Holder or Holders of such Option Securities and all other holders of the Company's securities proposing to include shares in such offering) to the extent necessary to reduce the number of securities to be included in such offering to the level recommended by the managing underwriter. The holder or holders of Option Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and any necessary or appropriate customary agreements, shall execute appropriate powers of attorney, and may at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Holder or Holders of Option Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holder or Holders of Option Securities. Any such Holder of Option Securities shall not be required to make any representations or warranties to or agreement with the Company or the underwriters other than representatives, warranties and agreements regarding such Holder, such Holder's Option Securities and such holder's intended method of distribution and any other representation required by law.

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2 which involves an underwritten offering, the Company shall enter into an underwriting agreement in connection therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Underwritten Offering Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

  • Reduction of Underwritten Offering If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.