Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller. (b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers. (c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company. (d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 5 contracts
Sources: Shareholder Agreement (Walgreens Boots Alliance, Inc.), Shareholder Agreement (Walgreens Boots Alliance, Inc.), Shareholder Agreement (Amerisourcebergen Corp)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of othersany other shareholder under the Securities Act (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten the “Piggyback Notice”) of its intention to do so to each of the Holders of record of Registrable Securities at least five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto)under the Securities Act. Such notice Piggyback rights included in this Section 2.2(a) include the right to piggyback on underwritten offerings or underwritten Block Trades by other shareholders of the Company whose shares may be registered on a reoffer/resale prospectus filed pursuant to a Form S-8. Upon the written request of any such Holder, made within five (a “5) days following the receipt of any such Piggyback Notice”) Notice (which request shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the maximum number of Registrable Securities requested intended to be disposed of by such Piggyback SellerHolder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(c), 2.2(f), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, 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 prospectus related thereto. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to a Shelf Registration Statement (a “Company Shelf Underwriting”), the Company shall, as promptly as practicable, give written notice of such Company Shelf Underwriting (a “Company Shelf Notice”) to each Holder of Shelf Registrable Securities. In addition to any equity securities that the Company proposes to sell for its own account in such Company Shelf Underwriting, the Company shall, subject to Sections 2.3 and 2.6, include in such Company Shelf Underwriting the Registrable Securities of any Holder which shall have made a written request to the Company for inclusion therein within ten in such Company Shelf Underwriting (10) days after such Piggyback Notice is received which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Piggyback SellerHolder) within five (5) Business Days after the receipt of the Company Shelf Notice. Notwithstanding the foregoing, (x) if the Company wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement (a “Company Underwritten Block Trade”), then notwithstanding the foregoing time periods, the Company only needs to notify the Shareholder of the Company Underwritten Block Trade two (2) Business Days prior to the day such Company Underwritten Block Trade is to commence and the Company shall notify the Shareholder and such Shareholder must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the date such Underwritten Block Trade is to commence), and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Company Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), and (y) if a Demand Party wishes to engage in an Underwritten Block Trade pursuant to a Shelf Registration Statement, then the provisions set forth in Section 2.1(e) shall apply to such Underwritten Block Trade. In the event the Company or a Demand Party requests a Company Underwritten Block Trade or an Underwritten Block Trade, as applicable, notwithstanding anything to the contrary in Section 2.1 or in this Section 2.2, any holder of Shares who does not constitute a Holder shall have no right to notice of or to participate in such Company Underwritten Block Trade or Underwritten Block Trade, as applicable.
(b) IfThe Company, subject to Sections 2.3 and 2.6 and the final sentence of Section 2.2(a), may elect to include in connection with a Piggyback Registration that involves an Underwritten Offeringany registration statement and offering pursuant to demand registration rights by any Person or otherwise, the lead managing underwriter(s(i) advise(s) authorized but unissued Shares or Shares held by the Company that, in its opinion, the inclusion of all the securities sought as treasury shares and (ii) any other Shares which are requested to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration registration pursuant to the exercise of piggyback registration rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold granted by the Company as on or after the Companydate hereof and which are not inconsistent with the rights granted in, in its reasonable judgmentor otherwise conflict with the terms of, shall have determinedthis Agreement (“Additional Piggyback Rights”); provided, (B) secondhowever, Registrable Securities of Piggyback Sellersthat, pro rata on the basis of the number of Registrable Securities proposed with respect to be sold by such Piggyback Sellersany underwritten offering, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) firstincluding a block trade, such number of shares of Company Common Stock (or other securities, as applicable) sought to inclusion shall be registered by each Other Demanding Seller pro rata in proportion permitted only to the number of securities sought to be registered by all such Other Demanding Sellersextent that it is pursuant to, (B) secondand subject to, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s)agreement or arrangements, which shall be selected if any, entered into by the CompanyInitiating Holders or the Majority Participating Holders in such underwritten offering.
(dc) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, (i) any Initiating Holder determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each Holder of record of Registrable Securities and thereupon will be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) other than in connection with a Demand Registration, the Company shall determine for any reason not to register or to delay registration of such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (x) in the Piggyback Sellers within five (5) Business Days thereof and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registrationregistration, without prejudice, however, to the rights of Holders under Section 2.1, and (y) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.
(d) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, thathowever, if permitted pursuant that such request must be made in writing prior to Section 4.1the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration or as otherwise required by the underwriters.
(e) Notwithstanding anything contained herein to the contrary, the Demand Shareholders may continue Company shall, at the request of any Holder; file any prospectus supplement or post-effective amendments, or include in the initial registration as a Demand Registration pursuant to the terms of Section 4.1statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and otherwise take any action, deemed necessary or advisable by such Holder.
Appears in 4 contracts
Sources: Registration Rights Agreement (KLX Energy Services Holdings, Inc.), Registration Rights Agreement (KLX Energy Services Holdings, Inc.), Registration Rights Agreement (KLX Energy Services Holdings, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any time after the Restricted Period whenever the Company proposes to register (including for this purpose a Registration effected by the Company for shareholders other than Shareholders) any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) a Registration under Section 4.1 hereof, (ii) a Registration of securities solely relating to an offering and sale pursuant to any employee stock plan or other employee benefit plan arrangement, including any registration on Form S-4 S-8 (or any successor form thereto), or (iiiii) a Registration of securities issued in an acquisition or business combination including any Registration on Form S-8 S-4 (or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt at least 20 days’ written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price Company’s intention to effect such a Registration to all Shareholders of such shares record of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company Registrable Securities and shall include in each the Registration, subject to any agreement among the Shareholders to be included in such Piggyback Registration Registration, all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 10 days after such the receipt of the Company’s notice.
(a) The Registration Expenses of the Shareholders shall be paid by the Company in all Piggyback Notice is received by such Piggyback SellerRegistrations.
(b) If, in connection with If a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) is a primary Registration on behalf of the Company that, and the investment banker(s) or manager(s) of such offering advise the Company in its opinion, writing that in their opinion the inclusion number of all the securities sought requested to be included in such Piggyback Registration by (i) exceeds the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered number which can be sold in an orderly manner in such Piggyback Registration pursuant offering and/or that the number of securities proposed to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) be included in such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, offering would adversely affect the success thereofprice per share of the Common Stock, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the securities the Company as the Companyproposes to sell, in its reasonable judgment, shall have determined, and (Bii) second, the Registrable Securities of Piggyback Sellers, requested to be included in the Registration pro rata on among the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata Shareholders on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller or as such Shareholders may otherwise agree, and (iii) third, other securities requested to be included in the Registration pro rata in proportion to among the number holders of such other securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed shares requested to be sold registered by each such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersholder or as such holders may otherwise agree.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for If a Piggyback Registration is a secondary Registration on behalf of holders of the Company’s accountsecurities other than Registrable Securities and the investment banker(s) or manager(s) of such offering advise the Company in writing that, in their opinion, the number of securities requested to be included in the Registration exceeds the number which can be sold in an orderly manner in such offering and/or that the number of securities proposed to be included in such offering would adversely affect the price per share of the Common Stock, the Company shall not include in the Registration (i) first, the securities requested to be required included therein by the holders requesting such Registration pro rata among the holders of such other securities on the basis of the number of shares requested to include be registered by each such holder or as such holders may otherwise agree, (ii) second, the Registrable Securities requested to be included in such Registration pro rata among the Shareholders on the basis of a Piggyback Seller the number of shares proposed to be registered by each or as such Shareholders may otherwise agree, and (iii) third, other securities requested to be included in the Underwritten Offering unless Registration pro rata among the holders of such Piggyback Seller accepts other securities on the terms basis of the underwriting number of shares requested to be registered by each such holder or as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companysuch holders may otherwise agree.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in In connection with such a Piggyback Registration is declared effectiveRegistration, the Company shall determine for any reason not select the investment banker(s) and manager(s) to register such shares of Company Common Stock (or other securities, as applicable), administer the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, thatoffering, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1applicable.
Appears in 4 contracts
Sources: Shareholders Agreement (US BioEnergy CORP), Shareholders Agreement (US BioEnergy CORP), Shareholders Agreement (US BioEnergy CORP)
Piggyback Registrations. (a) From and If the Company at any time after the date hereof, subject to the terms and conditions hereof, whenever the Company IPO Date proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any shares of Common Stock or any Common Stock Equivalents (other than in connection with a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Demand Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”7(a)), whether or not for sale for its own account or account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the account of otherspublic under the Securities Act, the Company shall give all Demand Shareholders prompt written notice thereof of the proposed registration to each Stockholder not later than thirty (but not less than 30) days prior to the filing thereof. Each Stockholder shall have the right to request that all or any part of his or its Registrable Common Stock be included in such registration. Each Stockholder can make such a request by giving written notice to the Company within ten (10) Business Days prior to (or, if the filing Company is a WKSI at such time, five (5) Business Days) after the giving of such notice by the Company with (any Stockholder giving the Commission of any registration statement with respect thereto). Such Company a notice (a “Piggyback Notice”) shall specify requesting that the number of shares of Company Registrable Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate owned by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to it be included in such Piggyback Registration by proposed registration being hereinafter referred to in this Section 7 as a “Registering Stockholder”); provided, however, that if the registration is an underwritten registration and the managing underwriters of such offering determine that the aggregate amount of securities of the Company which the Company, all Registering Stockholders and all other stockholders of the Company entitled to register securities on a pari passu basis with the Registering Stockholders in connection with such offering (“Other Registering Holders”) propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, (i) first, the Companysecurities which the Company proposes to sell, (ii) other Persons who have sought to have shares of Company second, the Common Stock registered in such Piggyback Registration pursuant of any holders with registration rights that are senior to the rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), of the Registering Stockholders hereunder and (iii) third, the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Registrable Common Stock (of such Persons being “Other Proposed Sellers”), as Registering Stockholders and the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Registrable Common Stock (or other securities, as applicable) to be sold by for the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities account of Piggyback Sellers, Other Registering Holders pro rata among all such Registering Stockholders and any such Other Registering Holders, taken together, on the basis of the number relative percentage of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought owned by all Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to be registered by Other Demanding Sellers, pro rata on eliminate entirely the basis participation of the number Registering Stockholders in such registration if such underwriters eliminate entirely the participation in such registration of shares of Company all such Other Registering Holders). Registrable Common Stock proposed to be registered and sold by such Other Demanding Sellers and (D) fourth, other shares pursuant to an underwritten offering for the account of Company Common Stock proposed to any Registering Stockholder shall be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold prospective underwriters selected or approved by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts on the terms and subject to the conditions of the one or more underwriting as agreed upon agreements negotiated between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, prospective underwriters. The Company may withdraw any registration statement at any time after giving written notice before it becomes effective, or postpone or terminate the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1Registering Stockholder.
Appears in 3 contracts
Sources: Stockholders Agreement (Wesco Aircraft Holdings, Inc), Stockholders Agreement (Wesco Aircraft Holdings, Inc), Stockholders Agreement (Wesco Aircraft Holdings, Inc)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company at any time proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 any Interests or any successor form thereto, (ii) on Form S-8 security convertible into or any successor form thereto, (iii) on a Shelf Registration Statement exchangeable or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)exercisable for Interests, whether or not for sale for its own account or and other than pursuant to a Demand Registration, on a form and in a manner which would permit registration of the Registrable Interests held by a Equityholder for sale to the account of otherspublic under the Securities Act, the Company shall give all Demand Shareholders prompt written notice thereof of the proposed registration to each Equityholder not later than thirty (but not less than 30) days prior to the filing thereof. Each Equityholder shall have the right to request that all or any part of its Registrable Interests be included in such registration. Each Equityholder can make such a request by giving written notice to the Company within ten (10) Business Days prior to after the filing giving of such notice by the Company with Company; provided, however, that if the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify is an underwritten registration and the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing managing underwriters of such registration statement with offering determine that the Commission, the proposed means aggregate amount of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by securities of the Company which the Company and all Equityholders propose to include in such Registration Statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the proposed minimum offering offering, including without limitation the selling price and other terms of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)offering, the Company shall will include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to registration, first, the securities which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested proposes to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) Ifsell, in connection with a Piggyback Registration that involves an Underwritten Offeringsecond, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion Registrable Interests of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersEquityholders, pro rata among all such Equityholders on the basis of the number relative percentage of Registrable Securities proposed Interests owned by all Equityholders who have requested that securities owned by them be so included (it being further agreed and understood, however, that such underwriters shall have the right to be sold by such Piggyback Sellerseliminate entirely the participation of the Equityholders), (C) and third, shares the comparable securities of Company Common Stock sought to be registered by Other Demanding Sellersany additional holders of the Company's securities, pro rata among all such holders on the basis of the number relative percentage of shares such securities held by each of Company Common Stock them. Registrable Interests proposed to be registered and sold by such Other Demanding Sellers and (D) fourth, other shares pursuant to an underwritten offering for the account of Company Common Stock proposed to any Equityholder shall be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold prospective underwriters selected or approved by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts on the terms and subject to the conditions of the one or more underwriting as agreed upon agreements negotiated between the Company and the prospective underwriters. Any Equityholder who holds Registrable Interests being registered in any offering shall have the right to receive a copy of the form of underwriting agreement and shall have an opportunity to hold discussions with the lead managing underwriter(s), which shall be selected by underwriter of the Company.
(d) If, terms of such underwriting agreement. The Company may withdraw any Registration Statement at any time after giving written notice before it becomes effective, or postpone or terminate the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1Equityholder.
Appears in 3 contracts
Sources: Equityholders Agreement (Dex Media West LLC), Equityholders Agreement (Dex Media Inc), Equityholders Agreement (Dex Media International Inc)
Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1 or Section 2.2, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Shares, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, or (iii) on so long as a Shelf Registration Statement or (iv) is effective and available pursuant to Section 4.12.2 hereof, filed solely in connection with the issuance or resale of Common Shares issuable upon conversion, exercise or exchange of any securities of the Company or any of its Subsidiaries, where such convertible, exercisable or exchangeable securities were issued in, or as part of, a financing transaction), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 15 days after notice has been given to the Holders, to permit the distribution of such Piggyback Notice is received Registrable Securities in accordance with the methods of distribution elected by such Piggyback Seller.
(b) If, in connection with Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration that involves an Underwritten Offering, at any time at least two Business Days prior to the lead managing underwriter(s) advise(s) effective date of the Registration Statement relating to such Piggyback Registration. The Company that, shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in its opinion, the inclusion of which all the securities sought to be Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellerscount towards registrations required under Section 2.1.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 3 contracts
Sources: Registration Rights Agreement (Syncora Holdings LTD), Master Commutation, Release and Restructuring Agreement (Security Capital Assurance LTD), Master Commutation, Release and Restructuring Agreement (Xl Capital LTD)
Piggyback Registrations. (a) From Subject to the limitations set forth in this Agreement (including ARTICLE II), from and after the date hereoffirst anniversary of the Effective Time, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) 4.1 (a “Piggyback Registration”)), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Investors prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case case, to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Investors with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Investors) for inclusion therein within ten five (105) days after such Piggyback Notice is received by such Piggyback Sellerthe Investors.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its (their) opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows effect and in the following order of priority:
: (i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the securities the Company as the Company, in its reasonable judgment, shall have determined, proposes to sell; and (Bii) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of up to the number of Registrable Securities proposed requested to be sold by included in such Piggyback SellersRegistration by the Investors, (C) thirdwhich, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on in the basis opinion of the number of shares of Company Common Stock proposed to lead managing underwriter(s), can be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if without adversely affecting the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellerssuccess thereof.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller the Investors in the Underwritten Offering unless such Piggyback Seller accepts the Investors accept the terms of the underwriting agreement (which shall be in customary form) as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Investors and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant that the Investors may elect to Section 4.1, require the Demand Shareholders may Company to continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
(e) Any time that a Piggyback Registration involves an Underwritten Offering, the Company shall select (in its sole discretion) the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities.
Appears in 3 contracts
Sources: Shareholder Agreement (Yum China Holdings, Inc.), Shareholder Agreement (Yum China Holdings, Inc.), Shareholder Agreement (Yum Brands Inc)
Piggyback Registrations. (a) From If, other than pursuant to Section 2.1 and after the date hereofSection 2.2, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act (other than a registration by the Company (i) on Form S-4 with respect to an offering of Common Stock or any successor form thereto, (ii) on Form S-8 other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)of the Company’s equity securities, whether for sale for its own account or for the account of othersanother Person (other than a registration statement (i) on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall give all Demand Shareholders prompt written notice thereof of such proposed filing at least 30 days before the anticipated filing date (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) to the Holders. The Piggyback Notice shall specify offer the Holder the opportunity to include in such registration statement the number of shares Registrable Securities (for purposes of Company Common Stock (or other securitiesthis Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as applicable) those proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate offered by the Company of the proposed minimum offering price of such shares of Company Common Stock for its own account) as they may request (or other securities, as applicablea “Piggyback Registration”), in each case to the extent then known. Subject to Section 4.2(b)2.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 5 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration.
(which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.3 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any other shares of Capital Stock, if any, of the Company included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in its reasonable judgment, shall Stockholders or by any Person (other than a Holder) exercising a contractual right to demand registration until all such Other Securities have determined, been allocated for inclusion;
(Bii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders and any Other Securities proposed to be included by the Stockholders (other than a Stockholder selling Other Securities under (i)Section 2.3(b)(i)), pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder and any Other Securities Beneficially Owned by each such Stockholder until all such Registrable Securities have been allocated for inclusion; and
(Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 3 contracts
Sources: Registration Rights Agreement (Colfax CORP), Registration Rights Agreement (Colfax CORP), Registration Rights Agreement (Colfax CORP)
Piggyback Registrations. (a) From and after 3.5.1 For a period following the date hereof, subject issuance of Common Stock pursuant to the terms Subscription Agreement until Investor and conditions hereofits Affiliates, directly or indirectly, Beneficially Own less than five percent (5%) of the Company’s outstanding Common Stock, whenever the Company proposes to register the issuance or sale of any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a for its own account or otherwise, and the registration form to be used by the Company may be used for the registration of the resale of Registrable Securities (ieach, a “Piggyback Registration”) (except for the registrations on Form S-8 or Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback RegistrationRegistration Statement”), whether for its own account or for the account of others, the Company shall will give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to of the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject Holders and will use reasonable efforts to Section 4.2(b), the Company shall include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”in accordance with the priorities set forth in Sections 3.5.2 and 3.5.3 below) with respect to which the Company has received written requests (for inclusion, which written requests request shall specify the number of such Registrable Securities desired to be registered and be delivered within fifteen (15) days after the delivery of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration Statement at any time in its sole discretion.
3.5.2 If a Piggyback Registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be disposed included in the registration creates a substantial risk that the price per share of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration the primary securities will be reduced or that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) amount of the primary securities intended to be included on behalf of the Company thatwill be reduced, in its opinionthen the managing underwriter and the Company may exclude securities (including Registrable Securities) from the registration and the underwriting, and the inclusion number of all the securities sought to that may be included in such Piggyback Registration by registration and underwriting shall include: (i) first, any securities that the CompanyCompany proposes to sell, and (ii) other Persons who have sought to have shares second, on a pro rata basis based on the total number of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised Registrable Securities held by such lead managing underwriter(s) can be sold without such an effectHolders, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) any Registrable Securities proposed to be sold by the Holders.
3.5.3 If a Piggyback Registration is an underwritten secondary offering on behalf of holders of the Company’s securities and the managing underwriters advise the Company as in writing that in their opinion the number of securities requested to be included in the registration creates a substantial risk that the price per share of securities offered thereby will be reduced, the Company will include in such registration, on a pro rata basis based on the total number of Registrable Securities held by such Holders, any Registrable Securities proposed to be sold by the Holders.
3.5.4 In connection with any underwritten Piggyback Registration initiated by the Company, in its reasonable judgment, the Company shall have determinedthe right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, (B) secondincluding the lead managing underwriter.
3.5.5 All Registration Expenses incurred in connection with any registration, Registrable Securities qualification, exemption or compliance pursuant to Section 3.5.1 shall be borne by the Company. All Selling Expenses relating to the sale of Piggyback Sellers, pro rata securities registered by or on behalf of each Holder pursuant to Section 3.5.1 shall be borne by such Holder on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersso registered.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 3 contracts
Sources: Investor Rights Agreement (Beyond, Inc.), Investor Rights Agreement (Kirkland's, Inc), Subscription Agreement (Beyond, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 3 contracts
Sources: Shareholder Agreement (Intrawest Resorts Holdings, Inc.), Shareholder Agreement (Intrawest Resorts Holdings, Inc.), Shareholder Agreement (Springleaf Holdings, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 2.3, or (iv) pursuant to Section 4.12.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b2.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its (their) good faith opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) the Piggyback Sellers, (y) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (including pursuant to so-called “piggyback” or other incidental or participation registration rights) (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 2.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 2.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.12.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.12.1.
Appears in 3 contracts
Sources: Registration Rights Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(s) advise(s) a nationally recognized independent investment bank selected by the Company advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, subject to adjustment as provided in Section 3.3 hereof, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, subject to adjustment as provided in Section 3.3 hereof, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.13.1.
Appears in 3 contracts
Sources: Registration Rights Agreement (Fuller Max L), Registration Rights Agreement (Us Xpress Enterprises Inc), Registration Rights Agreement (Us Xpress Enterprises Inc)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving the date hereof and before October 14, 2010 the Subscriber owns any of the Registrable Securities, the Company proposes to prepare and file with the Securities and Exchange Commission one or more registration statements covering equity or debt securities of the Company with a value exceeding $1,000,000 (in any such case, other than on Form S-8 or S-4 or successor forms), it will give Subscriber at least 15 days' prior written notice via overnight courier or certified mail (the "Notice"). Upon written request of its intention to register Subscriber, made within 10 days after mailing of the Notice, that the Company include any shares of Company Common Stock (or other securities, as applicable) as set forth the Subscriber's Registrable Securities in this Section 4.2 and prior to the time the proposed registration statement filed in connection with such Piggyback Registration is declared effectivestatement, the Company shall determine for use reasonable efforts to effect the registration under the Act, and any reason not underwriting involved therein, of the Registrable Securities which it has been so requested to register but only to the extent that such shares inclusion does not diminish the number of Company securities included by a holder of Common Stock who has demanded such registration (the "Piggyback Registration"); provided, however, that if in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or other securitiesa portion of the Registrable Securities requested to be registered, as applicable)when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. The Company shall bear all of the expense of the Piggyback Registration, except for the pro rata portion of brokerage or underwriters' discounts or commissions relating to the shares sold on behalf of the Subscriber. All of Subscriber's Piggyback Registration rights under this Agreement shall expire on October 14, 2010. Notwithstanding anything to the contrary herein, the Company may, shall have the right at its election, give any and all times after it shall have given written notice of pursuant to this Section to elect not to file any such determination proposed registration statement, or to withdraw the same after the filing but prior to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1effective date thereof.
Appears in 3 contracts
Sources: Subscription Agreement (Superconductive Components Inc), Subscription Agreement (Superconductive Components Inc), Subscription Agreement (Superconductive Components Inc)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company's equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG Advisors or any of the lead managing underwriter(sPermitted Transferees of either of the Fortress Stockholders (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “"piggyback” " or other incidental or participation registration rights) such registration (such Persons being “"Other Demanding Sellers”"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “"Other Proposed Sellers”"), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers and Additional Shares of Additional Sellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Other Demanding Piggyback Sellers and Additional Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers and the Additional Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and Additional Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s 's account, the Company shall not be required to include the a holder's Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 3 contracts
Sources: Stockholders Agreement (Fortress Investment Group LLC), Stockholders Agreement (Brookdale Senior Living Inc.), Stockholders Agreement (Brookdale Senior Living Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided, however, that no notice shall be required so long as the Shareholders, collectively, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Shareholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Shareholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG LLC, the lead managing underwriter(sInitial Shareholder or any of its Permitted Transferees (to the extent a Shareholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback SellersSellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Registrable Securities proposed to be sold Common Shares held by such Piggyback Sellers, Sellers and Other Demanding Sellers and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered Common Shares held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Shareholder Agreement (SeaCube Container Leasing Ltd.), Shareholder Agreement (SeaCube Container Leasing Ltd.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Permitted Transferees which have not signed a joinder as contemplated by Section 2.01) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand Demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 4.02 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided that any applicable Underwriting Agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 4.02 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders provided that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.14.01.
Appears in 2 contracts
Sources: Stockholders Agreement (OneMain Holdings, Inc.), Stockholders Agreement (OneMain Holdings, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sCompany) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold Shares held by such Other Demanding Piggyback Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 2 contracts
Sources: Shareholder Agreement (Marubeni Corp /Fi), Shareholder Agreement (Marubeni Corp /Fi)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto), (iii) on a Shelf Registration Statement or (ivz) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Shareholders prompt written notice thereof (but not less than ten (10) Business Days five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock Piggyback Notice is a Shareholder, given within (or other securities, as applicable)A) one business day, in each the case to of any Block Trade Offering, or (B) three business days, in the extent then known. Subject to Section 4.2(b)case of any other offering, the Company shall include in each after such Piggyback Registration all Registrable Securities held Notice is received by Demand Shareholders such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests (which written requests shall specify the number of Registrable Securities requested for inclusion to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Notice is received by such Piggyback SellerRegistration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized investment bank selected by Shareholders holding a majority of the lead managing underwriter(sRegistrable Securities included in such Piggyback Registration, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback SellersSellers and securities sought to be registered by Other Demanding Sellers (if any), pro rata on the basis of the number of Registrable Securities proposed to be sold Common Shares held by such Piggyback Sellers, Sellers and Other Demanding Sellers and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered Common Shares held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Shareholders Agreement (New Fortress Energy LLC), Shareholder Agreement (New Fortress Energy LLC)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form thereto, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Persons, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.,
Appears in 2 contracts
Sources: Shareholder Agreement (Springleaf Holdings, Inc.), Shareholder Agreement (Springleaf Holdings, LLC)
Piggyback Registrations. (a) From and after Each time the date hereof, subject to the terms and conditions hereof, whenever the Company Partnership proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual registration by rights) and the Company form of registration statement to be used (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on including a Shelf Registration Statement or (ivStatement) pursuant to Section 4.1) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback RegistrationRegistration Notice”), whether for its own account or for ) to each Holder and the account of others, the Company Existing Holders (which notice shall give all Demand Shareholders prompt written notice thereof (but be given not less than ten (10i) five Business Days prior to the anticipated filing by date or (ii) three Business Days prior to the Company with anticipated filing date in the Commission case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number or all of shares of Company Common Stock (its or other securitieshis Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) proposed hereof. Each such Holder who desires to be registered, the proposed date of filing of have its or his Registrable Securities included in such registration statement with shall so advise the Commission, the proposed means of distribution and the proposed managing underwriter(s) Partnership in writing (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify stating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder shall have the right to withdraw such H▇▇▇▇▇’s request for inclusion of all or a portion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall include in such registration statement all such Registrable Securities so requested to be disposed of by included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection registration if it shall at the same time withdraw or cease proceeding with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion registration of all the other equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities originally proposed to be sold by such Piggyback Sellersregistered. For the avoidance of doubt, (C) third, shares of Company Common Stock sought any registration or offering pursuant to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company 2.2 shall not be required to include the Registrable Securities of a Piggyback Seller in the considered an Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine Shelf Takedown for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms purposes of Section 4.12.1 of this Agreement.
Appears in 2 contracts
Sources: Registration Rights Agreement (Kimbell Royalty Partners, LP), Series a Preferred Unit Purchase Agreement (Kimbell Royalty Partners, LP)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto), provided, however, that no notice shall be required so long as the Stockholders, together, have Beneficial Ownership of at least 40% of the Voting Power of the Company. Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within five days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG LLC, the lead managing underwriter(sInitial Stockholder or any of its Permitted Transferees (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Shareholder Agreements (Missouri & Northern Arkansas Railroad Co), Stockholders Agreement (Railamerica Inc /De)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Shareholder Agreement (Walgreen Co), Shareholder Agreement (Amerisourcebergen Corp)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Stockholders Agreement (Air Transport Services Group, Inc.), Stockholders Agreement (Air Transport Services Group, Inc.)
Piggyback Registrations. (a) From and after the date hereofIf, subject other than pursuant to the terms and conditions hereofSection 2.1, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act (with respect to an offering of Common Stock, whether or not for sale for its own account other than a registration by the Company (i) on Form S-4 S-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 any other registration form which may not be used for the registration or any successor form theretoqualification for distribution of Registrable Securities, (iii) on a Shelf Registration Statement filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) pursuant a registration relating solely to Section 4.1a Rule 145 transaction under the Act, or (v) any at-the-market offerings in the aggregate not to exceed $50,000,000, then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders, to permit the distribution of such Registrable Securities in accordance with the methods of distribution set forth in such registration statement. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. No Piggyback Registration shall count towards registrations required under Section 2.1.
(which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in for its reasonable judgment, shall have determined, own account or by any Person (Bother than a Holder) exercising a contractual right to demand registration;
(ii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders, pro rata (if applicable) as nearly as practicable, based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder; and
(Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata as nearly as practicable, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for In the case of an offering initiated by the Company as a primary offering on behalf of the Company’s account, nothing contained herein shall prohibit the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Iffrom determining, at any time after giving written notice of its intention time, not to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the file a registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, thator, if permitted pursuant filed, to Section 4.1, withdraw such registration or terminate or abandon the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1offering related thereto.
Appears in 2 contracts
Sources: Registration Rights Agreement (Leucadia National Corp), Registration Rights Agreement (Leucadia National Corp)
Piggyback Registrations. (a) From and At any time after the 180th day after the date hereofof the closing of the initial public offering by the Company of the Common Stock, subject so long as the Investors and their Affiliates hold at least 25% of the Registrable Stock originally issued pursuant to the terms and conditions hereofPurchase Agreement, whenever if the Company proposes to register any Company Common Stock (of its common equity securities or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) convertible into its common equity securities under the Securities Act (other than a registration by the Company pursuant to (i) a registration statement filed pursuant to Rule 415 under the Securities Act, (ii) a registration on Form S-4 or any successor form theretoform, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement an offering of securities in connection with an employee benefit, share dividend, share ownership or (ivdividend reinvestment plan) pursuant and the registration form to Section 4.1) (a “Piggyback Registration”), whether for its own account or be used may be used for the account registration of othersRegistrable Stock, the Company shall will give all Demand Shareholders prompt written notice thereof to all holders of Registrable Stock of its intention to effect such a registration (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each a “"Piggyback Notice”") shall specify the number of shares of Company Common Stock (or other securitiesand, as applicablesubject to subparagraph 3(c) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)below, the Company shall will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Stock with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such the date of sending the Piggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration is received by not an underwritten offering, the Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration the managing underwriters advise the Company that, the inclusion of Registrable Stock would adversely interfere with such Piggyback Selleroffering, affect the Company's securities in the public markets or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion.
(b) If, in connection with If a Piggyback Registration that involves is a primary registration on behalf of the Company and, if the Piggyback Registration is not an Underwritten Offeringunderwritten offering, the lead Company in its reasonable judgement determines that, or in the case of an underwritten Piggyback Registration, the managing underwriter(s) advise(s) underwriters advise the Company that, in its opinion, that the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such registration (i) first, the Company, securities the Company proposes to sell and (ii) other Persons who have sought second, the Registrable Stock requested to have shares of Company Common Stock registered be included in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) requested to be sold by the Company as the Company, included in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellerssuch registration, pro rata on among the basis of the number holders of Registrable Securities proposed to be sold by Stock requesting such Piggyback Sellers, (C) third, shares registration and the holders of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata such other securities on the basis of the number of shares of Company Common such Registrable Stock proposed to be sold and other securities requested for inclusion in such registration by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder.
(iic) If a Piggyback Registration is a secondary registration on behalf of holders of the Company's securities other than the holders of Registrable Stock, and, if the Piggyback Registration relates to is not an offering other than for underwritten offering, the Company’s own accountCompany determines that, then (A) firstor in the case of an underwritten Piggyback Registration, such number of shares of the managing underwriters advise the Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to that the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration the securities requested to be included therein by all the holders requesting such Other Demanding Sellers, (B) second, registration and the Registrable Securities of Piggyback SellersStock requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of such Registrable Stock and other securities requested for inclusion in such registration by each such holder.
(d) In the case of an underwritten Piggyback Registration, the Company Common Stock will have the right to be sold select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any underwritten offerings by Holders, under a registration requested pursuant to Section 2(a), the Company will enter into a customary underwriting agreement with such underwriters for such offering, to contain such representations and warranties by the Company and (D) fourthsuch other terms which are customarily contained in agreements of this type. The Holders shall be a party to such underwriting agreement and may, other shares at their option, require that any or all of Company Common Stock proposed the conditions precedent to the obligations of such underwriters under such underwriting agreement be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for conditions precedent to the Company’s account, the Company obligations of Holders. The Holders shall not be required to include make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Holders, the Holders' right and interest in the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company Stock and the lead managing underwriter(s), which shall be selected Holders' intended method of distribution and any other representation or warranties required by the Companylaw.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Registration Rights Agreement (FTD Com Inc), Registration Rights Agreement (FTD Com Inc)
Piggyback Registrations. (a) From and after If, at any time following the date hereoflast day of the Holding Period, subject to the terms and conditions hereof, whenever the Company (other than pursuant to Section 2.1) proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act with respect to an offering of Common Stock or other equity securities, whether or not for sale for its own account (other than a registration by the Company statement (i) on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or any successor form forms thereto, (ii) on Form S-8 filed solely in connection with any employee benefit or any successor form theretodividend reinvestment plan, (iii) on a Shelf Registration Statement filed for an offering of debt that is convertible into equity securities of the Company, or (iv) pursuant to a Demand Registration in accordance with Section 4.12.1 hereof), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice of such proposed filing at least 20 days before the anticipated filing date (the “Piggyback Notice”) to the Holders. The Piggyback Notice shall offer the Holders the opportunity to include in such registration statement the number of Registrable Securities as they may request (a “Piggyback Registration”), whether for its own account or for the account of others. Subject to Section 2.2(b) hereof, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior use its reasonable best efforts to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received from any Holder written requests (for inclusion therein within 10 days following receipt of any Piggyback Notice by such Holder, which written requests request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 2 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. There is no limitation on the number of Piggyback Registrations pursuant to this Section 2.2 which the Company is obligated to effect. No Piggyback Registration shall count towards registrations required under Section 2.1.
(b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.2 are to be sold in an underwritten offering, the Holders shall be permitted to include all Registrable Securities requested to be included in such registration in such offering on the same terms and conditions as any Other Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, or by any Person (other than a Holder) exercising a contractual right to demand registration or to participate in its reasonable judgment, shall have determined, such demand registration on a primary basis (i.e. not on a piggyback basis) and (B) all holders of Other Securities requesting to be included in such registration pursuant to piggyback registration rights contained in the Registration Rights Agreement dated March 25, 2008 between the Company and the several investors listed on Schedule I thereto (which are affiliates of ▇▇▇▇▇▇ ▇. ▇▇▇ Advisors, LLC and The ▇▇▇▇▇▇▇ Sachs Group, Inc.) (as amended by Amendment No. 1 thereto dated May 18, 2011, the “Existing Registration Rights Agreement”); and
(ii) second, among all Holders of Registrable Securities and any other holders of Piggyback SellersOther Securities requesting to be included in such registration, pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Holder and the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Moneygram International Inc)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form theretothereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan or (ivv) pursuant to Section 4.15.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders the Investor prompt written notice thereof (but not less than ten seven (107) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Investor with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Investor) for inclusion therein within ten four (104) days Business Days after such Piggyback Notice is received by such Piggyback Sellerthe Investor.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Investor and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, Registrable Securities of Piggyback the Investor and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Investor and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, shares of Parent Common Stock to be sold by Parent, and (C) third, Registrable Securities of Piggyback the Investor and shares of Parent Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any the Investor and the number of shares of Parent Common Stock proposed to be sold by such Other Proposed Sellers.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account5.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller the Investor in the Underwritten Offering unless such Piggyback Seller the Investor accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent.
(d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective5.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Investor and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Investor Rights Agreement (Valley National Bancorp), Merger Agreement (Valley National Bancorp)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Piggyback Stockholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Stockholder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sInitial Stockholder or any of its Permitted Transferees (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.13.1.
Appears in 2 contracts
Sources: Investor Rights Agreement (GateHouse Media, Inc.), Investor Rights Agreement (GateHouse Media, Inc.)
Piggyback Registrations. (a) From and If at any time after the date hereof16-month anniversary of the Closing, subject to the terms and conditions hereof, whenever the Company proposes to register any for sale by the Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms), (iii) on a Shelf Registration Statement or (iv) any shares pursuant to a Demand Registration under Section 4.12.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will each such time promptly give written notice to all Shareholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders’ rights under this Section 2 (the “Piggyback Notice”). The Company will use its commercially reasonable efforts to include, and to cause the underwriter or underwriters to include, if underwriters are involved, in the proposed offering, on the same terms and conditions as the securities of the Company or other Shareholders included in such offering, all Registrable Securities that the Company has been requested in writing, within fifteen (15) calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 2.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company shall determine for any reason not to register such shares equity securities (or, in the case of Company Common Stock (or other securitiesa Demand Registration, as applicablewhere ▇▇▇▇▇▇▇▇▇ so determines), the Company may, at its electionelection (or, in the case of a Demand Registration, where ▇▇▇▇▇▇▇▇▇ so determines, the Company shall), give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Shareholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback registration, and (ii) in case of a determination by the Company to delay registration of its equity securities (or, in the case of a Demand Registration; provided, that, if permitted pursuant to Section 4.1▇▇▇▇▇▇▇▇▇ so determines), the Demand Shareholders may continue Company shall be permitted to (or, in the registration as case of a Demand Registration where ▇▇▇▇▇▇▇▇▇, so determines, the Company shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (i) and (ii) shall not relieve the Company of its obligations under Section 2.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 2.1, all Shareholders proposing to distribute their securities pursuant to this Section 2.1 shall, at the terms request of Section 4.1the Company (or, in the case of a Demand Registration, at the request of ▇▇▇▇▇▇▇▇▇), enter into an agreement in customary form with the underwriter or underwriters. Notwithstanding the foregoing, the Company shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Shareholder without registration under Rule 144 under the Securities Act, with such sale not being limited by either the timing or volume restrictions thereunder.
Appears in 2 contracts
Sources: Merger Agreement (Workstream Inc), Merger Agreement (Workstream Inc)
Piggyback Registrations. (a) From and after the date hereofexpiration of the First Step Restricted Period (but, subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 2 contracts
Sources: Shareholder Agreement (Walgreen Co), Purchase and Option Agreement (Walgreen Co)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 5.3 or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 2 contracts
Sources: Stockholders Agreement (Us Foods, Inc.), Stockholders Agreement (Sysco Corp)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 2 contracts
Sources: Shareholder Agreements (Nationstar Mortgage Holdings Inc.), Stockholders Agreement (Nationstar Mortgage Holdings Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any following the termination of the transfer restrictions described in Section 2.1(a) whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company's equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sCompany) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “"piggyback” " or other incidental or participation registration rights) such registration (such Persons being “"Other Demanding Sellers”"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “"Other Proposed Sellers”"), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold Shares held by such Other Demanding Piggyback Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s 's account, the Company shall not be required to include the a holder's Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 2 contracts
Sources: Shareholder Agreement (Aircastle LTD), Shareholder Agreement (Aircastle LTD)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form S-4 F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, in each case to the extent then known. Subject to Section 4.2(bSections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities Company Ordinary Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration pursuant to agreements entered into by the Company in accordance with Section 3.14 (such Persons Persons, if any, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities Company Ordinary Shares as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold Shares then held by each such Piggyback SellersSeller (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (C) third, shares of Company Common Stock Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares sought to be registered by each Other Demanding Seller and Piggyback Seller pro rata in proportion to based on the number of securities sought to be registered Registrable Shares then held by all such Other Demanding SellersSellers and Piggyback Sellers (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares to be sold by the Company and (DC) fourththird, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for 1.2 that is initiated by the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected ; in connection with any Underwritten Offering under this Section 1.2 that is not initiated by the Company, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Majority in Interest of the Holders of Registrable Securities participating in such offering and the lead managing underwriter(s).
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) Ordinary Shares as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
(e) Any time that a Piggyback Registration involves an Underwritten Offering that is initiated by the Company, the Company shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; in the event that a Piggyback Registration involves an Underwritten Offering that is not initiated by the Company, the Majority in Interest of the Holders of Registrable Securities participating in such offering shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which of such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Registrable Securities and their respective economics; provided that such investment banker(s) and manager(s) shall be subject to the prior written consent of the Company, not to be unreasonably withheld, conditioned or delayed.
Appears in 2 contracts
Sources: Registration Rights Agreement (Global Blue Group Holding AG), Agreement and Plan of Merger (Far Point Acquisition Corp)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Equity Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) pursuant to a Registration Statement on Form S-4 S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any successor form theretoemployee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-8 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form rule thereto, ) or (iii) on a Shelf Registration Statement in connection with any dividend or (iv) pursuant to Section 4.1) (a “Piggyback Registration”distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more stockholders of the Company (other than the Holders of Registrable Securities) (a “Piggyback Registration”), the Company shall give all Demand Shareholders prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (but not in no event less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commissionapplicable Registration Statement) and, the proposed means of distribution and the proposed managing underwriter(s) (if anysubject to Sections 5(b) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable5(c), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Statement and in any offering of Equity Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the be made pursuant to such Registration Statement that number of Registrable Securities requested to be disposed of sold in such offering by such Piggyback Seller) Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein within ten (10) days after from such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other Holder no later than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon business days after the date on which the Company has given notice of the Piggyback Registration to the Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be relieved notified by the Company of its obligation and shall have the right, but not the obligation, to register participate in any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted offering pursuant to Section 4.1such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), the Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.1same limitations that are applicable to any other Piggyback Registration as set forth above.
Appears in 2 contracts
Sources: Registration Rights Agreement (RLJ Entertainment, Inc.), Registration Rights Agreement (RLJ Entertainment, Inc.)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form theretothereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan, (v) incidental to an issuance of debt securities under Rule 144A or (ivvi) pursuant to Section 4.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders each Holder prompt written notice thereof (but not less than ten fifteen (1015) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Holders with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellereach Holder) for inclusion therein within ten (10) days Business Days after such Piggyback Notice is received by such Piggyback Sellereach Holder.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Holders and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of the shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, the Registrable Securities of Piggyback the Holders and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Holders and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number the Registrable Securities of the Holders and shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each the Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Sellers and any Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any the Holders and the number of shares of Parent Common Stock proposed to be sold by such Other Demanding Sellers and Other Proposed Sellers, and (B) second, the shares of Parent Common Stock to be sold by Parent.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account4.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller any Holder in the Underwritten Offering unless such Piggyback Seller H▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected in good faith by the CompanyP▇▇▇▇▇.
(d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective4.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereofIf at any time following an IPO, subject to the terms and conditions hereof, whenever the Company NewCo proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) for sale by NewCo under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms or a Piggyback Registration), (iii) on a Shelf Registration Statement or (iv) any shares of NewCo Shares of FPC pursuant to a Demand Registration under Section 4.1) 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, NewCo will each such time promptly give written notice to all Shareholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by NewCo and of such holders’ rights under this Section 3.1 (the “Piggyback Notice”). NewCo will use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the securities of NewCo included in such offering, all Registrable Securities that NewCo has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Shareholders thereof (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10a) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company NewCo shall determine for any reason not to register such shares equity securities (or, in the case of Company Common Stock (or other securitiesa Demand Registration, as applicableFPC thereof so determines), the Company NewCo may, at its electionelection (or, in the case of a Demand Registration, where FPC so determines, NewCo shall), give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Shareholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback registration, and (b) in case of a determination by NewCo to delay registration of its equity securities (or, in the case of a Demand Registration; provided, thatFPC so determines) NewCo shall be permitted to (or, if permitted pursuant to Section 4.1, in the Demand Shareholders may continue the registration as case of a Demand Registration where FPC so determines, NewCo, for a period not to exceed 60 days, shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (a) and (b) above shall not relieve NewCo of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Shareholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the terms request of NewCo (or, in the case of a Demand Registration, FPC), enter into an agreement in customary form with the underwriter or underwriters selected by NewCo (or, in the case of a Demand Registration, selected in accordance with Section 4.13.1.2). Notwithstanding the foregoing, following an IPO, NewCo shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Shareholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Shareholder without registration under Rule 144, with such sale not being limited by the volume restrictions thereunder.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, until the expiration of the Effectiveness Period, in the event a Registration Statement covering all Registrable Securities is not effective, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form theretoS-4, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.12, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a then-effective registration statement (other than an Excluded Registration Statement) (any such registration or offering, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders each Holder prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement or prospectus supplement, as applicable, with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registeredregistered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b3(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders each Holder (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights granted by the Company to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons Persons, being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, a pro rata number of shares of Common Stock to consist of (y) Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (z) shares of Common Stock held by Other Demanding Sellers having rights of registration on parity with the Piggyback Sellers with respect to such offering (in each case, based on the number of shares of Common Stock properly requested to be included in such offering), (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, Sellers not otherwise encompassed by clause (B) of this Section 3(b)(i) pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 3 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the reasonable and customary terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany (subject to such lead managing underwriter(s) being reasonably acceptable to the Piggyback Sellers, such acceptance not to be unreasonably withheld, delayed or conditioned).
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 3 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Soluna Holdings, Inc)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days five days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) five days after such Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Demand Registration) advise(s) advises the Company that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determineddetermined to sell, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after If the date hereof, subject to the terms and conditions hereof, whenever the Company Buyer at any time proposes to register any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than including pursuant to a demand of any stockholder of the Buyer exercising registration by rights) for sale to the Company public (i) except with respect to registration statements on Form S-4 or any successor form thereto, (ii) on Form S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give at least 20 days' advance written notice to all Sellers. Upon the written request of any successor form theretoof such Sellers of the Registrable Securities given within twenty (20) days after receipt by such Sellers of such notice, (iii) on the Buyer will, subject to the limits contained in this Section 3.3, use its best efforts to cause all such Registrable Securities of said requesting Sellers to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent requisite to permit such sale or other disposition by such Seller; provided, however, that if the Buyer is advised in writing in good faith by any managing underwriter of the Buyer's securities being offered in a Shelf Registration Statement or (iv) public offering pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with that the Commissionamount to be sold by sellers other than the Buyer (collectively, "Selling Stockholders") is greater than the amount which can be marketed without materially and adversely affecting such offering, the proposed means Buyer may reduce the amount offered for the accounts of distribution and the proposed managing underwriter(s) Selling Stockholders (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed including sellers of shares of Company Common Stock Registrable Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number deemed satisfactory by such managing underwriter; provided further, that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the Sellers unless such reduction is imposed pro rata with respect to (i) all securities whose sellers have a contractual, incidental "piggy back" right to include such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include securities in the registration statement applicable as to which inclusion has been requested pursuant to such Piggyback Registration only right and (ii) any executive officer of the Buyer; and provided further, that there is first excluded from such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of registration statement all shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered included therein by Other Demanding Sellers(x) any seller thereof, pro rata on the basis other than any executive officer of the number of shares of Company Common Stock proposed to be sold by Buyer, not having any such Other Demanding Sellers contractual, incidental or "piggyback" registration rights and (Dy) fourthany seller thereof having contractual, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion incidental registration rights subordinated and junior to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis rights of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1."
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (each, a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in In connection with a Piggyback Registration that involves an Underwritten OfferingRegistration, if the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called and not “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company; provided, that no Piggyback Seller shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements in customary form regarding such Piggyback Seller’s ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Piggyback Seller to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the net proceeds (after deducting any underwriting discount or commission) that it derives from sales in connection with such registration.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant .
(e) Any Holder having notified the Company to Section 4.1include any or all of its Registrable Securities in a Piggyback Registration shall have the right to withdraw any such notice with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Demand Shareholders may continue Company shall not include such Registrable Securities in the registration as a Demand Registration pursuant applicable registration. No such withdrawal shall affect the obligations of the Company with respect to the terms of Section 4.1Registrable Securities not so withdrawn.
Appears in 1 contract
Sources: Transaction Agreement (Applied Optoelectronics, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, from and after the date that is one hundred eighty (180) days after the date of Closing, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 S‑4 or any successor form thereto, (ii) on Form S-8 S‑8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback SV:315627.6 1001640689v15 Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; oror SV:315627.6 1001640689v15
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Stockholders Agreement (Air Transport Services Group, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) pursuant to a Registration Statement on Form S-4 S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any successor form theretoemployee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-8 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor form rule thereto, ) or (iii) on a Shelf Registration Statement in connection with any dividend or (iv) pursuant to Section 4.1) (a “Piggyback Registration”distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more shareholders of the Company (other than the Holders of Registrable Securities) (a “Piggyback Registration”), the Company shall give all Demand Shareholders prompt written notice thereof to each Holder of Registrable Securities of its intention to effect such a registration (but not in no event less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commissionapplicable Registration Statement) and, the proposed means of distribution and the proposed managing underwriter(s) (if anysubject to Sections 5(b) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable5(c), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect Statement and in any offering of Common Stock to which the Company has received written requests (which written requests shall specify the be made pursuant to such Registration Statement that number of Registrable Securities requested to be disposed of sold in such offering by such Piggyback Seller) Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein within ten (10) days after from such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other Holder no later than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be relieved notified by the Company of its obligation and shall have the right, but not the obligation, to register participate in any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted offering of Common Stock pursuant to Section 4.1such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), the Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.1same limitations that are applicable to any other Piggyback Registration as set forth above.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (each, a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in In connection with a Piggyback Registration that involves an Underwritten OfferingRegistration, if the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called and not “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other -19- Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company; provided, that no Piggyback Seller shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements in customary form regarding such Piggyback Seller’s ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Piggyback Seller to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the net proceeds (after deducting any underwriting discount or commission) that it derives from sales in connection with such registration.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant .
(e) Any Holder having notified the Company to Section 4.1include any or all of its Registrable Securities in a Piggyback Registration shall have the right to withdraw any such notice with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Demand Shareholders may continue Company shall not include such Registrable Securities in the registration as a Demand Registration pursuant applicable registration. No such withdrawal shall affect the obligations of the Company with respect to the terms of Section 4.1Registrable Securities not so withdrawn.
Appears in 1 contract
Sources: Transaction Agreement (Fabrinet)
Piggyback Registrations. (a) From and after In addition to the date hereofagreements relating to the Shelf Registration Statement the Company agrees as follows:
(i) If at any time the Company proposes to file an additional registration statement under the Act with respect to an offering of Common Stock (x) for the Company=s own account (except pursuant to registrations on Form S-4 or any successor form, or Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) or (y) for the account of any holders of Common Stock (other than the Noteholders or other holders of Notes or for the owners of Common Stock covered by Discount Noteholders Rights Agreement), then (A) the Company will give written notice of such proposed filing to the Noteholders as soon as practicable (but in no event less than 30 days before the anticipated filing date), (B) such notice will offer each Noteholder, subject to the terms and conditions hereof, whenever the Company proposes opportunity to register any Company request that such actions be taken under Rule 429 under the Act ("Rule 429") as will cause the prospectus contained in such additional registration statement (a "Noteholder Piggyback Registration Statement") to be available to permit the offer and sale, at such Noteholder's election, of some or all of the Transfer Restricted Securities owned by such Noteholder on the same terms and conditions as the Company's or such other holder's Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stocka "Noteholder Piggyback Sale"), and (C) under the Securities Act (other than a registration by the Company (i) will otherwise take such reasonable actions as will enable such Noteholder to effect a Noteholder Piggyback Sale on Form S-4 or any successor form thereto, such terms and conditions.
(ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6(b), the Company shall include will take such actions as will be required under Rule 429 to cause the combined prospectus contained in each such Noteholder Piggyback Registration Statement to permit the offer and sale of all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Transfer Restricted Securities requested to be disposed of by such Piggyback Seller) for inclusion therein Noteholder within ten (10) 20 days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion receipt of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold notice given by the Company as the Companypursuant to Section 6(a)(i), in its reasonable judgmentclause (A), shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold covered by such Piggyback Sellerscombined prospectus; provided, (C) thirdhowever, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifthat if, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 securities and prior to the time the registration statement filed in connection with effective date of such Noteholder Piggyback Registration is declared effectiveStatement, the Company shall will determine for any reason not to register or to delay registration of such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to each Noteholder and, thereupon, (i) in the Piggyback Sellers within five (5) Business Days thereof and thereupon shall case of a determination not to register, will be relieved of its any obligation to register cause any Registrable Transfer Restricted Securities to be covered by such combined prospectus, without prejudice, however, to the rights of any Noteholder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement and (ii) in the case of a determination to delay registering, will be permitted to delay causing any Transfer Restricted Securities to be covered by the combined prospectus for the same period as the delay in registering such other securities.
(iii) If the offering pursuant to such Noteholder Piggyback Registration Statement is to be underwritten, then each Noteholder making a request for a Noteholder Piggyback Sale pursuant to this Section 6(a) must participate in such underwritten offering and will not be permitted to make any other offering in connection with such particular withdrawn registration. If the offering pursuant to such Noteholder Piggyback Registration Statement is to be on any other terms, then each Noteholder making a request for a Noteholder Piggyback Sale pursuant to this Section 6(a) must participate in such offering on such basis and will not be permitted to make an underwritten offering in connection with such registration. Each Noteholder will be permitted to withdraw all or abandoned part of such Noteholder=s Transfer Restricted Securities from coverage by a Noteholder Piggyback RegistrationRegistration Statement at any time prior to (but only prior to) the effective date thereof without prejudice to the rights of such Noteholder to have its Transfer Restricted Securities continue to be included in the Shelf Registration Statement.
(b) Notwithstanding anything contained herein, if the managing underwriter or underwriters of a sale or offering described in Section 6(a) pursuant to which a Noteholder has requested a Noteholder Piggyback Sale will advise the Company in writing that (x) the size of the offering that the Noteholders, the Company and any other holders intend to make or (y) the kind of securities that one or more Noteholders, the Company and such other holders intend to include in such offering are such that the success of the offering would be materially and adversely affected, then (A) if the size of the offering is the basis of such underwriter's advice, the amount of Transfer Restricted Securities to be offered for the account of any Noteholder will be reduced to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that, if permitted pursuant to Section 4.1securities are being offered for the account of Persons other than the Company or such Noteholder, the Demand Shareholders may continue proportion by which the registration amount of such Transfer Restricted Securities intended to be offered for the account of any Noteholder is reduced will not exceed the proportion by which the amount of such securities intended to be offered for the account of such Persons is reduced; and (B) if the combination of securities to be offered is the basis of such underwriter's advice (1) the Transfer Restricted Securities to be included in such offering will be reduced as a Demand Registration pursuant described in clause (A) above (subject to the terms provision in clause (A)) or (2) if the actions described in sub-clause (1) of this clause (B) would, in the judgment of the managing underwriter, be insufficient to eliminate the adverse effect that inclusion of the Transfer Restricted Securities requested to be included would have on such offering, such Transfer Restricted Securities will be excluded from such offering, but only if all shares of Common Stock are also excluded. Any reduction in Transfer Restricted Securities to be included in an underwritten offering as contemplated by this Section 4.16(b) will be without prejudice to the Noteholders' rights to have their Transfer Restricted Securities continue to be included in the Shelf Registration Agreement.
Appears in 1 contract
Sources: Common Stock Registration Rights Agreement (Chesapeake Energy Corp)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes to register any Company shares of Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not convertible into shares of Company Common Stock) Stock under the Securities Act (other than a registration by the Company pursuant to (i) a registration on Form S-4 or any successor form theretoform, or (ii) on Form S-8 an offering of securities in connection with an employee benefit, share dividend, share ownership or any successor dividend reinvestment plan) and the registration form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or be used may be used for the account registration of othersRegistrable Shares, the Company shall will give all Demand Shareholders prompt written notice thereof to all holders of Registrable Shares of its intention to effect such a registration (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each, a “"Piggyback Notice”") shall specify the number of shares of Company Common Stock (or other securitiesand, as applicable) proposed subject to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if anySection 11.1(b) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)c) below, the Company shall will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Shares with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 15 business days after such the date of sending the Piggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration is received by not an underwritten offering, the Company in its reasonable judgment determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would adversely interfere with such Piggyback Selleroffering, affect the Company's securities in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion.
(b) If, in connection with If a Piggyback Registration that involves is a primary registration on behalf of the Company and, if the Piggyback Registration is not an Underwritten Offeringunderwritten offering, the lead Company in its reasonable judgment determines that, or in the case of an underwritten Piggyback Registration, the managing underwriter(s) advise(s) underwriters advise the Company that, in its writing that in their opinion, the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in an orderly manner within a price range reasonably acceptable to the Company, the Company will include in such registration (i) first, the Company, securities the Company proposes to sell and (ii) other Persons who have sought second, the Registrable Shares requested to have shares of Company Common Stock registered be included in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) requested to be sold by the Company as the Company, included in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellerssuch registration, pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Registrable Securities proposed securities requested for inclusion in such registration by each such holder.
(c) If a Piggyback Registration is a demand registration pursuant to the Subordinated Note Purchase Agreement between the Company and the Shareholder Purchasers named therein dated as of December 14, 2001 (the "Junior Subordinated Purchase Agreement) , and if such Piggyback Registration is not an underwritten offering, the Company determines that, or if such Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders requesting such registration, the Company will include in such registration (i) first, the securities requested to be sold included in such registration by such Piggyback Sellersthe holders of "Registrable Shares" (as defined in the Junior Subordinated Purchase Agreement), (Cii) third, shares of any securities the Company Common Stock sought proposes to sell and (iii) the Registrable Shares (as defined in this Agreement) requested to be registered by Other Demanding Sellersincluded in such registration and any other securities requested to be included in such registration, pro rata among the holders of Registrable Shares (as defined in this Agreement) requesting such registration and the holders of such other securities on the basis of the number of shares of Company Common Stock proposed to be sold requested for inclusion in such registration by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder.
(iid) If a Piggyback Registration is a secondary registration other than as described in Section 11.1(c) on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration relates to is not an offering other than for underwritten offering, the Company’s own accountCompany determines that, then (A) firstor in the case of an underwritten Piggyback Registration, such number of shares of the managing underwriters advise the Company Common Stock (or other securitiesin writing that in their opinion, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration the securities requested to be included therein by all the holders requesting such Other Demanding Sellers, (B) second, registration and the Registrable Securities of Piggyback SellersShares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Registrable Securities proposed securities requested for inclusion in such registration by each such holder.
(e) In the case of an underwritten Piggyback Registration, the Company will have the right to be sold select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any underwritten offerings by Registered Holders, under a registration requested pursuant to Section 11.1(a), the Company will enter into a customary underwriting agreement with such Piggyback Sellersunderwriters for such offering, (C) third, shares of Company Common Stock to be sold which agreement shall contain such representations and warranties by the Company and (D) fourthsuch other terms which are customarily contained in agreements of this type. The Registered Holders requesting registration shall be a party to such underwriting agreement and may, other shares at their option, require that any or all of Company Common Stock proposed the conditions precedent to the obligations of such underwriters under such underwriting agreement also be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for conditions precedent to the Company’s account, the Company obligations of Registered Holders. The Registered Holders shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Registered Holders and the lead managing underwriter(s), which shall be selected Registered Holders' intended method of distribution and any other representation or warranties required by the Companylaw.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Subordinated Note Purchase Agreement (Travis Boats & Motors Inc)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company If INFONET at any time proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file ----------------------- a registration statement under the United States Securities Act of 1933, as amended (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”"Securities Act"), with respect to any of its capital stock, -------------- whether or not for sale for its own account or account, on a form and in a manner which would permit registration of Class B Stock held by any Class A Stockholder, including, without limitation, Class B Stock which any Class A Stockholder may obtain by converting its Class A Stock as permitted by INFONET's restated certificate of incorporation (such shares of capital stock are herein referred to as the "Stock" and each of the Class A Stockholders are referred to as a ----- "Holder" and collectively the "Holders") for sale to the account of otherspublic under the ------ ------- Securities Act, the Company INFONET shall give all Demand Shareholders prompt written notice thereof (but of the proposed registration to each Holder not less later than ten (10) Business Days 30 days prior to the filing by the Company with the Commission of any such registration statement, it being understood that notice to the other Holders of the exercise of any demand registration right pursuant to Section 4(b) will constitute notice hereunder. Each Holder shall have the right to request that all or any part of its Stock be included in such registration statement with respect theretoby giving written notice to INFONET within 20 days after the giving of notice by INFONET (any Holder giving INFONET such notice requesting that shares of Stock owned by it be included in such proposed registration is hereinafter referred to as a "Piggybacking Holder"). Such notice ; provided, however, that (a “Piggyback Notice”i) shall specify if the ------------------- -------- ------- registration statement relates to an underwritten primary offering on behalf of INFONET and the prospective underwriters of such offering determine in good faith that the aggregate number of shares of capital stock of INFONET which all Piggybacking Holders and INFONET propose to include in such registration statement exceeds the number of shares of Company Common Stock (or other securitiescapital stock of INFONET that should be included therein, as applicable) proposed to be registeredINFONET will include in such registration, first, the proposed date of filing capital stock which INFONET proposes to sell and, second, the Stock of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersPiggybacking Holders, pro rata among all such Piggybacking Holders, on the basis of the number relative amounts of Registrable Securities proposed Stock owned by all Piggybacking Holders (it being agreed and understood, however, that such underwriters shall have the right to eliminate entirely the participation in such registration of all Piggybacking Holders), and (ii) if the registration statement relates to an underwritten secondary offering on behalf of any other holder of capital stock of INFONET and the prospective underwriters determine in good faith that the aggregate amount of securities which all Piggybacking Holders and all such other holders propose to include in such registration exceeds the maximum amount of securities that should be included therein, INFONET will include in such registration the shares of Stock to be sold by for the account of such Piggyback Sellers, (C) third, other holders demanding registration and the shares of Company Common Stock sought to be registered by Other Demanding Sellersof such Piggybacking Holders, pro rata among all such holders and Piggybacking Holders, on the basis of the number relative amount of shares capital stock owned by all such holders and Piggybacking Holders. Shares of Company Common Stock proposed to be registered and sold by such Other Demanding Sellers and (Dpursuant to an underwritten offering for the account of any Piggybacking Holder pursuant to this Section 4(a) fourth, other shares of Company Common Stock proposed to shall be sold to prospective underwriters selected or approved by any Other Proposed Sellers; or
(ii) if INFONET and on the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion terms and subject to the number conditions of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s accountone or more underwriting agreements negotiated among INFONET, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company Piggybacking Holders and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, prospective underwriters. INFONET may withdraw any registration statement at any time after giving written notice before it becomes effective, or postpone the offering of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior without obligation or liability to the time the registration statement filed in connection with such Piggyback Registration is declared effectiveany Holder, the Company provided that it shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of any such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon Piggybacking Holders. Any such withdrawal or postponing shall be relieved without prejudice to the rights of the Holders immediately to request that such registration be effected as a registration under Section 4(b) to the extent permitted thereunder. No registration of securities effected under this Section 4(a) shall relieve INFONET of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted effect a registration of securities pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.14(b).
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereofIf, subject at any time prior to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are Effective Date of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) filed pursuant to Section 4.11.1(a) of this Agreement, the Company shall determine to register for sale with the SEC any of its Common Stock or securities convertible into, or exchangeable or exercisable for, shares of its Common Stock other than for resale by the Investor (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt the Investor written notice thereof (but not less than ten (10a "Notice of Piggyback Registration") Business Days 30 calendar days prior to the filing by the Company with the Commission of any a registration statement with respect thereto). Such relating to such Piggyback Registration, which notice shall include a description of (a “Piggyback Notice”i) shall specify the intended method of distribution of such Common Stock and such other securities, (ii) the number of shares of Company Common Stock (or and such other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by securities the Company intends to register, and (iii) such other Persons who will or have a right to participate in the Piggyback Registration. Upon the written request of the proposed minimum offering price Investor made within 20 days after receipt of such shares a Notice of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested intended to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) Investor and the Company that, in its opinion, the inclusion intended method of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”distribution thereof), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable relating to such Piggyback Registration only such securities as all Registrable Securities that the Company is has been so advised requested to register by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if Investor. If the Piggyback Registration relates to for which the Company gives a Notice of Piggyback Registration is a registered public offering involving an offering for underwriting, and the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold underwriters selected by the Company as advise the Company, Company in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata writing that marketing factors require a limitation on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed or other securities to be sold by such Other Demanding Sellers and (D) fourthunderwritten, other shares of the Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if shall reduce the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securitiessecurities included in such registration (1) first, as applicable) sought by reducing the number of shares of Common Stock or other securities to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered for resale by all Persons other than the Investor and other than Ceramco, Inc., a Delaware corporation ("Ceramco"), allocated among such Other Demanding Sellers, Persons in accordance with the priorities then existing among the Company and such Persons and (B2) second, Registrable Securities of Piggyback Sellers, by reducing on a pro rata on basis the basis 3 4 number of the number shares of Registrable Securities proposed requested to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold included by the Company Investor and (D) fourth, Ceramco. Any other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarityStock, in connection with any Underwritten Offering under this Section 4.2 for the Company’s accountRegistrable Securities, or other securities of the Company so excluded shall be withdrawn from and shall not be required to include the Registrable Securities of a Piggyback Seller included in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyRegistration.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in any of the cases of (x) or (y), on any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1)) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein any Holder given within ten (10) days after such Piggyback Notice is received by such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities equal to or greater than the Minimum Registration Amount held by the Piggyback Sellers with respect to which the Company has received such written request for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, the lead managing underwriter(sa nationally recognized investment bank engaged in connection with such Piggyback Registration) advise(s) advises the Company that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-so called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, any Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares such number of Company Common Stock equity securities sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such any Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number any Registrable Securities of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Piggyback Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the such number of Registrable Securities proposed equity securities sought to be sold registered by such Piggyback Sellers, any Other Demanding Seller and (C) third, shares of Company Common Stock other equity securities held by any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a Holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller Holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Offering Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, provided that the Demand Shareholders Holder may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Shareholders Agreement (Hanson Building Products LTD)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request shall be reallocated among the remaining Piggyback Sellers in like manner), (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of shares of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request shall be reallocated among the remaining Piggyback Sellers in like manner), (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Intercontinental Exchange, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Public Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Public Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Public Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Public Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Public Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Public Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Public Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Public Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Public Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Public Company, (iix) other Persons who have sought to have shares of Public Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Public Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Public Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Public Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Public Company’s own account, then (A) first, such number of shares of Public Company Common Stock (or other securities, as applicable) to be sold by the Public Company as the Public Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Public Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Public Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Public Company’s own account, then (A) first, such number of shares of Public Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Public Company Common Stock to be sold by the Public Company and (D) fourth, other shares of Public Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Public Company’s account, the Public Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Public Company and the lead managing underwriter(s), which shall be selected by the Public Company.
(d) If, at any time after giving written notice of its intention to register any shares of Public Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Public Company shall determine for any reason not to register such shares of Public Company Common Stock (or other securities, as applicable), the Public Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Class A Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Class A Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, thereto or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Stockholders prompt written notice thereof (but not less than ten five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Class A Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if #99779303v16 any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Class A Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Stockholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten three (103) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Class A Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Class A Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Class A Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Class A Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Class A Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Class A Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Class A Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Class A Common Stock to be sold by the Company and (D) fourth, other shares of Company Class A Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Class A Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Class A Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof as soon as reasonably practicable and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Stockholders Agreement (FIGS, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed then held by each such Piggyback Seller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request or the maximum number of Registrable Securities that may be sold by such Piggyback SellersSeller pursuant to Section 3.6(a) shall be reallocated among the remaining Piggyback Sellers in like manner), in each case subject to Section 3.6(a), (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis number of shares of Registrable Securities then held by each such Piggyback Seller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request or the maximum number of Registrable Securities proposed to that may be sold by such Piggyback SellersSeller pursuant to Section 3.6(a) shall be reallocated among the remaining Piggyback Sellers in like manner), in each case subject to Section 3.6(a), (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
Appears in 1 contract
Sources: Stockholders and Registration Rights Agreement (Intercontinental Exchange, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company; provided, that no Piggyback Seller shall be required to make any representations or warranties to, or agreements with, the Company or the underwriters other than representations, warranties or agreements in customary form regarding such Piggyback Seller’s ownership of and title to the Registrable Securities and its intended method of distribution; and any liability of such Piggyback Seller to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the net proceeds (after deducting any underwriting discount or commission) that it derives from sales in connection with such registration.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Stockholders Agreement (Air Transport Services Group, Inc.)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company If GI at any time proposes to register any Company Common Stock (or any other ------------------------ of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iiipursuant to Section 5.12(a)) on a Shelf Registration Statement registration statement on Form ▇-▇, ▇-▇ or (ivS-3 ) pursuant or on any other -------- form upon which may be registered securities similar to Section 4.1) (a “Piggyback Registration”)the Registrable Securities for sale to the general public except Form S-4 and Form S-8, whether GI will at each such time give prompt notice to the Holders of its intention to do so setting forth the date on which GI proposes to file such registration statement, which date shall be no earlier than 30 days from the date of such notice, and advising the Holders of their night to have Registrable Securities included therein. Upon the written request of the Holders given to GI not less than 5 days prior to the proposed filing date of such registration statement set forth in such notice, GI will use reasonable best efforts to cause each of the Registrable Securities that GI has been requested to register by the Holders to be registered under the Securities Act. If the securities to be so registered for its own account or sale include securities to be sold for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed GI and to be registereddistributed by or through a firm of underwriters of recognized standing under underwriting terms appropriate for such transaction, then the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to also be included in such Piggyback Registration by underwriting, provided that if, in the -------- reasonable written opinion of the managing underwriter or underwriters, the total amount of such securities to be so registered, when added to such Registrable Securities, will exceed the maximum amount of GI's securities that can be marketed (i) the Companyat a price reasonably related to their then current market value, or (ii) other Persons who have sought to have shares of Company Common Stock registered without otherwise materially and adversely affecting the entire offering, GI will include in such Piggyback Registration pursuant registration to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers extent of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company number which GI is so advised by such lead managing underwriter(s) can be sold without in such an effect, offering securities determined as follows and in the following order of priorityfollows:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then such registration as initially proposed by GI was solely a primary registration of its securities:
(A) first, such number of shares of Company Common Stock (or other securities, as applicable) the securities proposed by GI to be sold by the Company as the Company, in for its reasonable judgment, shall have determined, own ----- account,
(B) second, any Registrable Securities of Piggyback Sellers, requested to be included ------ in such registration pro rata among the Holders of such Registrable Securities and the holders of such other shares of Common Stock on the basis of the number of Registrable Securities proposed and other shares of Common Stock requested to be sold included by each such Piggyback Sellersholder, and
(C) third, shares any other securities of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock GI proposed to be sold by included in ----- such Other Demanding Sellers and (D) fourthregistration statement in accordance with the provisions, other shares if any, then existing among the holders of Company Common Stock proposed to be sold by any Other Proposed Sellers; orsuch securities, and
(ii) if the Piggyback Registration relates to an offering such registration as initially proposed by GI was in whole or in part requested by holders of securities of GI, other than for the Company’s own accountHolders of Registrable Securities, then pursuant to demand registration nights,
(A) first, such number of shares of Company Common Stock (or other securitiessecurities held by the holders initiating such ----- registration, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to among the number of securities sought to be registered holders thereof, on the basis agreed upon by all such Other Demanding Sellers, holders and GI,
(B) second, Registrable Securities of Piggyback Sellers, requested to be included in ------ such registration pro rata among the Holders of such Registrable Securities and the holders of such other shares of Common Stock on the basis of the number of Registrable Securities proposed and other shares of Common Stock requested to be sold included by each such Piggyback Sellersholder, and
(C) third, shares any securities of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock GI proposed to be sold by any Other Proposed Sellers.
(c) For clarityincluded in such ----- registration statement in accordance with the priorities, if any, then existing among the holders of such securities. To the extent that the managing underwriter in connection with any Underwritten Offering under an underwritten offering pursuant to this Section 4.2 for 5.12(b) determines that the Company’s accountpublic sale or other --------------- distribution of any Registrable Securities, shares of Common Stock or other securities of GI other than those included in such underwritten offering should be delayed following the effective date of such registration statement, the Company shall Holders agree to enter, together with and on the same terms as GI and any other holders of securities included in such registration statement, into an agreement not be required to include the sell any other Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s)Securities, which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to securities of GI during such period following the time the effective date of such registration statement filed as the managing underwriter reasonably determines is necessary in connection with such Piggyback Registration is declared effectiveunderwritten offering, which period shall in no event exceed 180 days following the Company shall determine for effective date of such registration statement. The Holders requesting inclusion in a registration statement under this Section 5.12(b) may withdraw from any reason not requested registration pursuant to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give this --------------- Section 5.12(b) by giving written notice of such determination to GI prior to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with date an underwriting --------------- agreement is executed or such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1statement becomes effective.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tele Communications Inc /Co/)
Piggyback Registrations. In the case of a Piggyback Registration in connection with an Underwritten Registration, (a) From if such Piggyback Registration is in connection with a Demand Registration, Section 5.2(a) shall apply, and after (b) in all other cases, if the date hereofmanaging underwriter or underwriters determine in good faith that the total number of securities proposed to be included in such Underwritten Offering exceeds the number which can be sold without adversely affecting the offering price, subject the Company will include in such registration to the terms and conditions hereof, whenever extent of the number of securities which the Company proposes is so advised can be sold in such Underwritten Offering without such adverse affect: first, any securities proposed to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration be sold by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of othersaccount, the Company shall give until all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days such securities are included; second, prior to the filing by the Company with the Commission occurrence of a Qualified Severance Event and so long as a Non-Qualified Severance Event has not occurred, any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Shares with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such from ▇▇▇▇▇▇ a Piggyback Notice is pursuant to Section 3.1, until all such Registrable Shares have been included; third, any Registrable Shares with respect to which the Company has received by such Piggyback Seller.
(b) If, in connection with from any Requesting Holder a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration Notice pursuant to rights to demand Section 3.1 (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”and not included under priority "second" above), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata among such Requesting Holders as have given such Piggyback Notices, on the basis of the number of Registrable Securities Shares such Requesting Holders have requested to be included in such registration pursuant to such Piggyback Notices, until all such Registrable Shares are included; and fourth, any securities of the Company proposed to be sold by such Piggyback Sellers, (C) third, shares for the account other of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, any other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates Person pursuant to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold agreement entered into by the Company subsequent to the date hereof. provided that the foregoing shall be subject to, and (D) fourthsuperseded by, other shares the registration rights of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for Persons who hold stock or securities convertible into stock of the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as such rights are set forth in this Section 4.2 and agreements of the Company entered into prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1date hereof.
Appears in 1 contract
Sources: Registration Rights Agreement (RSL Communications LTD)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”), except any Initiating Holder in the case of a Demand Shareholders Registration Statement, prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in In connection with a Piggyback Registration that involves an Underwritten Offering, if the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rightsrights arising under this Agreement) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock (or other securities, as applicable) sought to be registered by Piggyback Sellers and Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such entities (calculated in proportion to the number of securities sought to be registered by such Piggyback Sellers and Other Demanding Sellers Sellers, and (DC) fourththird, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Piggyback Sellers and Other Demanding Seller Sellers, pro rata on the basis of the number of shares of Common Stock proposed to be sold by such entities (calculated in proportion to the number of securities sought to be registered by all such Piggyback Sellers and Other Demanding Sellers), (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (DC) fourththird, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant .
(e) Any Holder having notified the Company to Section 4.1include any or all of its Registrable Securities in a Piggyback Registration shall have the right to withdraw any such notice with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Demand Shareholders may continue Company shall not include such Registrable Securities in the registration as a Demand Registration pursuant applicable registration. No such withdrawal shall affect the obligations of the Company with respect to the terms of Section 4.1Registrable Securities not so withdrawn.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form theretoS-4, (ii) on Form S-8 or any successor form theretoS-8, (iii) on a Shelf Registration Statement or pursuant to Section 6.3, (iv) pursuant to Section 4.16.1, or (v) [* * *] (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.
Appears in 1 contract
Piggyback Registrations. (a) From and Until that date that is five (5) years after the date hereofof this Agreement, subject to the terms and conditions hereof, whenever if the Company proposes to register any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company pursuant to (i) a Demand Registration or an Additional Shelf Registration pursuant to the Registration Rights Agreements, (ii) a registration on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form theretoform, (iii) on a Shelf Registration Statement an offering of securities in connection with an employee benefit, stock dividend, stock ownership or (iv) pursuant dividend reinvestment plan), and the registration form to Section 4.1) be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b"), the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (each a "Piggyback Notice") and, subject to Sections 5(c) and 5(d) below, the Company will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 15 days after the date of sending of the Company's notice (which written requests the "Included Registrable Securities"); provided, however, that, at the Company's option, the Company may file a separate registration statement for, and with respect to, Included Registrable Securities in satisfaction of the Company's obligation hereunder; provided, further, that the price per share under and terms of the separate registration statement shall specify be no less favorable than the price per share and terms of the Piggyback Registration.
(b) The Company will pay all Registration Expenses in connection with the Piggyback Registrations.
(c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities requested to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the and any other securities sought requested to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellersregistration, pro rata on among the basis of the number holders of Registrable Securities proposed to be sold by requesting such Piggyback Sellers, (C) third, shares registration and the holders of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata such other securities on the basis of the number of shares of Company Common Stock proposed to be sold owned by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder.
(iid) if the If a Piggyback Registration relates to is an offering underwritten secondary registration on behalf of holders of the Company's securities other than for the Company’s own accountholders of Registrable Securities, then (A) first, such number of shares of and the managing underwriters advise the Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to writing that in their opinion the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration first, all of the securities requested to be included therein by all the holders initially requesting such Other Demanding Sellers, (B) registration and second, the Registrable Securities of Piggyback Sellers, requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold shares owned by each such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersholder.
(ce) For clarity, in connection with any Underwritten Offering under this Section 4.2 for In the Company’s accountcase of an underwritten Piggyback Registration, the Company shall not be required will have the right to include select the Registrable Securities of a Piggyback Seller in investment banker(s) and manager(s) to administer the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companyoffering.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Sun Communities Inc)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Initial Open Market Shares Restricted Period, the Additional Open Market Shares Restricted Period, the Warrant 1 Shares Restricted Period, and/or the Warrant 2 Shares Restricted Period, as applicable, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(iA) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(iiB) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Framework Agreement (Walgreen Co)
Piggyback Registrations. (a) From April 30, 2002 and after the date hereofuntil May 1, subject to the terms and conditions hereof2009, whenever if the Company proposes to register any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company pursuant to (i) a Demand Registration or an Additional Shelf Registration pursuant to the Registration Rights Agreements, (ii) a registration on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form theretoform, (iii) on a Shelf Registration Statement an offering of securities in connection with an employee benefit, stock dividend, stock ownership or (iv) pursuant dividend reinvestment plan), and the registration form to Section 4.1) be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b"), the Company shall will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (each a "Piggyback Notice") and, subject to Sections 5(c) and 5(d) below, the Company will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 15 days after the date of sending of the Company's notice (which written requests the "Included Registrable Securities"); provided, however, that, at the Company's option, the Company may file a separate registration statement for, and with respect to, Included Registrable Securities in satisfaction of the Company's obligation hereunder; provided, further, that the price per share under and terms of the separate registration statement shall specify be no less favorable than the price per share and terms of the Piggyback Registration.
(b) The Company will pay all Registration Expenses in connection with the Piggyback Registrations.
(c) If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner within a price range acceptable to the Company, the Company will include in such registration (i) first, the securities the Company proposes to sell and (ii) second, the Registrable Securities requested to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the and any other securities sought requested to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellersregistration, pro rata on among the basis of the number holders of Registrable Securities proposed to be sold by requesting such Piggyback Sellers, (C) third, shares registration and the holders of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata such other securities on the basis of the number of shares of Company Common Stock proposed to be sold owned by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder.
(iid) if the If a Piggyback Registration relates to is an offering underwritten secondary registration on behalf of holders of the Company's securities other than for the Company’s own accountholders of Registrable Securities, then (A) first, such number of shares of and the managing underwriters advise the Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to writing that in their opinion the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration first, all of the securities requested to be included therein by all the holders initially requesting such Other Demanding Sellers, (B) registration and second, the Registrable Securities of Piggyback Sellers, requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities proposed to be sold shares owned by each such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersholder.
(ce) For clarity, in connection with any Underwritten Offering under this Section 4.2 for In the Company’s accountcase of an underwritten Piggyback Registration, the Company shall not be required will have the right to include select the Registrable Securities of a Piggyback Seller in investment banker(s) and manager(s) to administer the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companyoffering.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Registration Rights and Lock Up Agreement (Sun Communities Inc)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders prompt written notice thereof (but not less than ten (10) Business Days 5 days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known). Upon the written request (i) and if a good faith estimate Piggyback Notice is required by this paragraph, of any Person that on the Company of the proposed minimum offering price date of such shares of Company Common Stock (or other securitiesPiggyback Notice is a Stockholder, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) 5 days after such Piggyback Notice is received by such Person, or (ii) if no Piggyback Notice is required by this paragraph, of any Person that on the date of approval by the Board of the filing of such Piggyback Registration is a Stockholder, within 5 days of such Board approval (any such Persons as described in (i) and (ii) above, each, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sInitial Stockholders or any of their Permitted Transferees (to the extent a Stockholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 3.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 3.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.13.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Swift Transportation Co)
Piggyback Registrations. (a) From If, other than pursuant to Section 2.1 and after the date hereof2.2, subject to the terms and conditions hereof, whenever the Company proposes or is required to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) file a registration statement under the Securities Act (other than a registration by the Company (i) on Form S-4 with respect to an offering of Common Stock or any successor form thereto, (ii) on Form S-8 other of the Company’s equity securities or securities convertible into or exchangeable or exercisable for any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)of the Company’s equity securities, whether for sale for its own account or for the account of othersanother Person (other than a registration statement (i) on Form S-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company shall give all Demand Shareholders prompt written notice thereof of such proposed filing at least 30 days before the anticipated filing date (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) to the Holders. The Piggyback Notice shall specify offer the Holders the opportunity to include in such registration statement the number of shares Registrable Securities (for purposes of Company Common Stock (or other securitiesthis Section 2.3, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as applicable) those proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate offered by the Company of the proposed minimum offering price of such shares of Company Common Stock for its own account) as they may request (or other securities, as applicablea “Piggyback Registration”), in each case to the extent then known. Subject to Section 4.2(b)2.3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests for inclusion therein within 10 days after notice has been given to the Holders. The Holders shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least 5 Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration.
(which written requests b) If any of the securities to be registered pursuant to the registration giving rise to the Holders’ rights under this Section 2.3 are to be sold in an underwritten offering, the Holders shall specify be permitted to include all Registrable Securities requested to be included in such registration in such offering on the number same terms and conditions as any other shares of Capital Stock, if any, of the Company included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) Ifso included, in connection together with a Piggyback Registration all Other Securities that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company thatand any other Persons having rights to participate in such registration intend to include in such offering, in its opinionexceeds the total number or dollar amount of such securities that can be sold without having an adverse effect on the price, timing or distribution of the inclusion of Registrable Securities to be so included together with all the securities sought to Other Securities, then there shall be included in such Piggyback Registration by (i) firm commitment underwritten offering the Company, (ii) other Persons who have sought to have shares number or dollar amount of Company Common Stock registered in Registrable Securities and such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include Securities that in the registration statement applicable to opinion of such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without so adversely affecting such an effectoffering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows and in the following order of priorityfollows:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be all Other Securities being sold by the Company as the Company, in its reasonable judgment, shall Stockholders or by any Person (other than a Holder) exercising a contractual right to demand registration until all such Other Securities have determined, been allocated for inclusion;
(Bii) second, all Registrable Securities of Piggyback Sellersrequested to be included by the Holders and any Other Securities proposed to be included by the Stockholders (other than a Stockholder selling Other Securities under (i)Section 2.3(b)(i)), pro rata (if applicable), based on the basis of the number of Registrable Securities proposed to be sold Beneficially Owned by each such Piggyback Sellers, Holder and any Other Securities Beneficially Owned by each such Stockholder until all such Registrable Securities have been allocated for inclusion; and
(Ciii) third, shares among any other holders of Company Common Stock sought to be registered by Other Demanding SellersSecurities requesting such registration, pro rata rata, based on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Securities Beneficially Owned by each such holder of Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed SellersSecurities.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
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Piggyback Registrations. (a) From and after the date hereofexpiration of the transfer restrictions set forth in Section 1.2, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form theretothereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement for an offering solely of debt that is convertible into an Equity Interest of Parent, (iv) in connection with any dividend or distribution reinvestment or similar plan or (ivv) pursuant to Section 4.13.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders the Trustees prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b)3.2(b) and the expiration of the transfer restrictions set forth in Section 1.2, the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Trustees with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellerthe Trustees) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Sellerthe Trustees.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Trustees and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, Registrable Securities of Piggyback the Trustees and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Trustees and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number of shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each the Other Demanding Seller pro rata in proportion Sellers and (B) second, shares of Parent Common Stock to be sold by Parent, Registrable Securities of the number Trustees and shares of securities Parent Common Stock sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any Parent, the Trustees and such Other Proposed Sellers.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account3.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller the Trustees in the Underwritten Offering unless such Piggyback Seller accepts the Trustees accept the terms of the underwriting as agreed upon in good faith between the Company Parent and the lead managing underwriter(s), which shall be selected by the CompanyParent.
(d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective3.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof Trustees and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
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Piggyback Registrations. (a) From and Other than in connection with the filing of a registration statement or an offering pursuant to Section 6.1 or Section 6.3 of this Agreement, if at any time commencing one year after the date hereof, subject to the terms and conditions hereof, whenever of this Agreement the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company file (i) on Form S-4 a prospectus supplement to an effective Shelf Registration Statement, or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a registration statement other than a Shelf Registration Statement for a delayed or (iv) continuous offering pursuant to Section 4.1) Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the holders of Registrable Securities, to an underwriter on a firm commitment basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggyback Registration”), whether for its own account then as soon as practicable but not less than fifteen (15) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggyback Registration pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggyback Registration pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or for (c) such registration statement, as the account of otherscase may be, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior of such proposed Piggyback Registration to the filing by the Company with the Commission holders of any registration statement with respect thereto). Such Registrable Securities and such notice (a “Piggyback Notice”) shall specify offer the holders of Registrable Securities the opportunity to include in such Piggyback Registration such number of shares Registrable Securities as each such holder of Registrable Securities may request in writing. Each such holder of Registrable Securities shall then have ten (10) days after receiving such Piggyback Notice to request in writing to the Company Common Stock inclusion of Registrable Securities in the Piggyback Registration, except that such holder of Registrable Securities shall have two (2) Business Days after such holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggyback Registration in the case of a “bought deal”, “registered direct offering” or other securities“overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a holder of Registrable Securities received within the specified time (a “Piggyback Seller”), as applicable) proposed the Company shall use commercially reasonable efforts to effect the registration in any registration statement of any of the holders of Registrable Securities requested to be registeredincluded on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Piggyback Seller shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Piggyback Seller shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.
(b) If the Company does not qualify as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act), (i) commencing one year after the date of this Agreement, the proposed date Company shall give each holder of Registrable Securities fifteen (15) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of any such registration statement with the Commissionholder, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate received by the Company of the proposed minimum offering price within ten (10) days of such shares of Company Common Stock (or other securities, as applicable), in each case notice to the extent then known. Subject to Section 4.2(b)such holder, the Company shall include in each such Piggyback Shelf Registration all Registrable Securities held by Demand Shareholders (Statement a “Piggyback Seller”) with respect number of Ordinary Shares equal to which the Company has received written requests (which written requests shall specify the aggregate number of Registrable Securities requested to be disposed included without naming any requesting holder of Registrable Securities as a selling shareholder and including only a generic description of the holder of such securities (the “Undesignated Registrable Shares”), (ii) the Company shall not be required to give notice to any holder of Registrable Securities in connection with a filing pursuant to Section 6.1(a) unless such holder provided such notice to the Company pursuant to this Section 6.1(b) and included Undesignated Registrable Shares in the Shelf Registration Statement related to such filing, and (iii) commencing one year after the date of this Agreement, at the written request of a holder of Registrable Securities given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggyback Registration (or such shorter period to which the Company in its sole discretion consents), the Company shall use commercially reasonable efforts to effect the registration of any of the Undesignated Registrable Shares of a holder of Registrable Securities so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Shares as any such holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggyback SellerRegistration; and (b) for inclusion therein within ten the Company shall not be required to effect a post-effective amendment more than two (102) days after such Piggyback Notice is received by such Piggyback Sellertimes in any twelve (12) month period.
(bc) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock Ordinary Shares (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock Ordinary Shares (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares to be sold by the Company and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers.
(cd) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(de) If, at any time after giving written notice of its intention to register any shares of Company Common Stock Ordinary Shares (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock Ordinary Shares (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 6.3, or (iv) pursuant to Section 4.16.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.16.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.16.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “"Piggyback Registration”"), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “"Piggyback Notice”") shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock (or other securities, as applicable), in each case to any Persons that on the extent then known. Subject to Section 4.2(b), date of the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Notice constitute a Piggyback Shareholder (a “"Piggyback Seller”") with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company's equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by FIG Advisors, any Shareholder or any Permitted Transferee thereof (to the lead managing underwriter(sextent a Shareholder hereunder); reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “"piggyback” " or other incidental or participation registration rights) such registration (such Persons being “"Other Demanding Sellers”"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “"Other Proposed Sellers”"), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold Shares held by such Other Demanding Piggyback Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s 's own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller Seller, the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s 's account, the Company shall not be required to include the a holder's Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.15.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Holders (other than (i) an Exchange Registration, (ii) a registration statement filed in connection with a Primary Issuance Funding under the Exchange Agreement, (iii) a registration by the Company (i) on Form S-4 or any successor form thereto, (iiiv) a registration by the Company on Form S-8 or any successor form theretothereto (v) a registration in connection with any dividend reinvestment plan or similar plans, (iiivi) on a Shelf Registration Statement registration in which the only common stock being registered is common stock issuable upon conversion of debt securities also being registered or (ivvii) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall use reasonable best efforts to include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons Person being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially adversely affect the success price that will be paid in such offering or the marketability thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if If the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicablethan Primary Issuance Funding Securities) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata Existing Registrable Securities and Primary Issuance Funding Securities requested to be registered or sold by the Demand Committee and any Company securities entitled to Other Registration Rights that are pari passu with the rights of the Piggyback Sellers, ratably among the Piggyback Sellers, the participating Covered Persons and the holders of such Other Registration Rights based on the basis respective amounts of the number of Registrable Securities proposed securities requested to be sold by such Piggyback Sellersincluded, (C) third, shares of Company Common Stock sought any securities to be registered by Other Demanding Sellers, pro rata on or sold for the basis account of any other persons with such priorities as the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersshall determine; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding SellersSeller, (B) second, Registrable Securities of Piggyback Sellers, pro rata any Existing Registrable Securities and Primary Issuance Funding Securities requested to be registered or sold by the Demand Committee, any Company securities entitled to Other Registration Rights that are pari passu with the rights of the Piggyback Sellers and any securities the Company proposes to register or sell (other than Primary Issuance Funding Securities), ratably among the Company, the Piggyback Sellers, such participating Covered Persons and the holders of such Other Registration Rights based on the basis respective amounts of the number of Registrable Securities proposed securities requested to be sold by such Piggyback Sellersincluded, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany or as otherwise specified in the Existing Registration Rights Agreement.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Holders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after Each time the date hereof, subject to the terms and conditions hereof, whenever the Company Partnership proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual registration by rights) and the Company form of registration statement to be used (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on including a Shelf Registration Statement or (ivStatement) pursuant to Section 4.1) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback RegistrationRegistration Notice”), whether for its own account or for ) to each Holder and the account of others, the Company Existing Holders (which notice shall give all Demand Shareholders prompt written notice thereof (but be given not less than ten (10i) five Business Days prior to the anticipated filing by date or (ii) three Business Days prior to the Company with anticipated filing date in the Commission case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number or all of shares of Company Common Stock (its or other securitieshis Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) proposed hereof. Each Holder who desires to be registered, the proposed date of filing of have its or his Registrable Securities included in such registration statement with shall so advise the Commission, the proposed means of distribution and the proposed managing underwriter(s) Partnership in writing (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify stating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder shall have the right to withdraw such Holder’s request for inclusion of all or a portion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall include in such registration statement all such Registrable Securities so requested to be disposed included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of by such Piggyback Seller) all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerpurposes of Section 2.1 of this Agreement.
(b) IfWith respect to any registration pursuant to Section 2.2(a), in connection with a Piggyback Registration that involves an Underwritten Offering, if the lead managing underwriter(s) advise(s) advise the Company that, in its opinion, Partnership that the inclusion of all the amount of securities sought (including Registrable Securities) requested to be included in such Piggyback the Registration by (i) Statement will have a Material Adverse Effect, the CompanyPartnership shall so advise all Holders, (ii) other Persons who have sought to have shares the Pre-IPO Holders and the Existing Holders of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to soRegistrable Securities, Pre-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers IPO Registrable Securities and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”)Existing Registrable Securities, as applicable, that would otherwise be underwritten pursuant hereto, and the case amount of securities that may be, would adversely affect the success thereof, then the Company shall include be included in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can underwriting shall be sold without such an effect, as follows and in the following order of priority:allocated,
(i) if in the Piggyback Registration relates to an offering case of a registration for the Company’s own accountaccount of the Partnership, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by include the Company as securities the Company, in its reasonable judgment, shall have determinedPartnership proposes to register, (B) second, Registrable Securities of Piggyback Sellers, pro rata on among the basis participating Existing Holders and the participating Pre-IPO Holders according to the priority set forth in Section 2.2(b)(i) of the number of Registrable Securities proposed to be sold by such Piggyback SellersExisting Registration Rights Agreement, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellersamong the participating Holders, as nearly as possible, on a pro rata basis based on the basis total amount of the number of shares of Company Common Stock proposed to be sold Registrable Securities requested by such Other Demanding Sellers Holders and (D) fourth, among any other shares of Company Common Stock proposed Persons pursuant to be sold by any Other Proposed Sellerscontractual registration rights, as nearly as possible, on a pro rata basis; orand
(ii) if in the Piggyback Registration relates to an offering other than case of a registration for the Company’s own accountaccount of the Existing Holders, then the Pre-IPO Holders or any other Persons pursuant to contractual registration rights, (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion among the participating Existing Holders and the participating Pre-IPO Holders according to the number priority set forth in Section 2.2(b)(ii) of securities sought to be registered by all such Other Demanding Sellersthe Existing Registration Rights Agreement, (B) second, Registrable Securities of Piggyback Sellersamong the participating Holders, as nearly as possible, on a pro rata basis based on the basis of the number total amount of Registrable Securities proposed to be sold requested by such Piggyback SellersHolders, (C) third, shares of Company Common Stock to be sold by include the Company securities the Partnership proposes to register, if at all, and (D) fourth, among any such other shares Persons pursuant to contractual registration rights, as nearly as possible, on a pro rata basis. If, as a result of Company Common Stock proposed the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (x) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (i) make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities to be sold by or transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested or (ii) undertake any Other Proposed Sellersindemnification obligations to the Partnership or the underwriters with respect thereto except as otherwise provided in Section 2.7.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving Any Holder may deliver written notice of its intention to register any shares of Company Common Stock (or other securities, as applicablean “Opt-Out Notice”) as set forth in this Section 4.2 and prior to the time Partnership requesting that such Holder not receive from the registration statement filed in connection with such Partnership any Piggyback Registration is declared effectiveNotice; provided, the Company shall determine for however, that such Holder may later revoke any reason not to register such shares Opt-Out Notice in writing. Following receipt of Company Common Stock an Opt-Out Notice from a Holder (or other securities, as applicableunless subsequently revoked), the Company may, at its election, give written Partnership shall not deliver any notice of to such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted Holder pursuant to Section 4.1, the Demand Shareholders may continue the 2.2(a) and such Holder shall no longer be entitled to participate in any registration as a Demand Registration or offering pursuant to the terms of Section 4.12.2(a).
Appears in 1 contract
Sources: Registration Rights Agreement (Kimbell Royalty Partners, LP)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company (i) proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (ix) on a registration statement on Form S-4 or any successor form theretoS-4, (iiy) on a registration statement on Form S-8 (or, in any of the cases of (x) or (y), on any successor form forms thereto), (iii) on a Shelf Registration Statement or (ivz) pursuant to Section 4.1) or (ii) proposes to effect an Underwritten Offering of its own securities pursuant to an effective Shelf Registration Statement (other than an Underwritten Offering pursuant to Section 4.1 or Section 4.3) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders the Stockholders (excluding Fortress Affiliate Stockholders which have not signed a joinder as contemplated by Section 2.1) prompt written notice thereof (but not less than ten (10) Business Days five business days prior to the filing by the Company with the Commission of any registration statement with respect thereto; provided that, for any Block Trade Offering, two business days’ notice shall be sufficient). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) underwriter or underwriters (if any) any and a good faith estimate by if known). Upon the Company written request of any Person that on the proposed minimum offering price date of such shares of Company Common Stock Piggyback Notice is a Stockholder, given within (or other securities, as applicable)A) one business day, in each the case to of any Block Trade Offering, or (B) three business days, in the extent then known. Subject to Section 4.2(b)case of any other offering, the Company shall include in each after such Piggyback Registration all Registrable Securities held Notice is received by Demand Shareholders such Person (any such Person, a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Seller), the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests (which written requests shall specify the number of Registrable Securities requested for inclusion to be disposed of by included in such Piggyback Seller) for inclusion therein within ten (10) days after Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Notice is received by such Piggyback SellerRegistration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized investment bank selected by Stockholders holding a majority of the lead managing underwriter(sRegistrable Securities included in such Piggyback Registration, reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter or investment bank can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered shares of Common Stock held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any applicable underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders that Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes shall determine to ----------------------- register for sale with the SEC any Company of its Common Stock (or any other securities that are of the same class convertible into, or series as any Registrable Securities that are not exchangeable or exercisable for, shares of Company its Common Stock) under the Securities Act (Stock other than a registration for resale by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) Investor (a “"Piggyback --------- Registration”"), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt the Investor written notice ------------ thereof (but not less than ten (10a "Notice of Piggyback Registration") Business Days 30 calendar days -------------------------------- prior to the filing by the Company with the Commission of any a registration statement with respect thereto). Such relating to such Piggyback Registration, which notice shall include a description of (a “Piggyback Notice”i) shall specify the intended method of distribution of such Common Stock and such other securities, (ii) the number of shares of Company Common Stock (or and such other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by securities the Company intends to register, and (iii) such other Persons who will or have a right to participate in the Piggyback Registration. Upon the written request of the proposed minimum offering price Investor made within 20 days after receipt of such shares a Notice of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested intended to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) Investor and the Company that, in its opinion, the inclusion intended method of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”distribution thereof), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable relating to such Piggyback Registration only such securities as all Registrable Securities that the Company is has been so advised requested to register by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if Investor. If the Piggyback Registration relates to for which the Company gives a Notice of Piggyback Registration is a registered public offering involving an offering for underwriting, and the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold underwriters selected by the Company as advise the Company, Company in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata writing that marketing factors require a limitation on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed or other securities to be sold by such Other Demanding Sellers and (D) fourthunderwritten, other shares of the Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if shall reduce the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securitiessecurities included in such registration (1) first, as applicable) sought by reducing the number of shares of Common Stock or other securities to be registered for resale by each Other Demanding Seller all Persons other than the Investor, allocated among such Persons in accordance with the priorities then existing among the Company and such Persons and (2) second, by reducing on a pro rata in proportion to basis the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number shares of Registrable Securities proposed requested to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold included by the Company and (D) fourth, Investor. Any other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarityStock, in connection with any Underwritten Offering under this Section 4.2 for the Company’s accountRegistrable Securities, or other securities of the Company so excluded shall be withdrawn from and shall not be required to include the Registrable Securities of a Piggyback Seller included in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyRegistration.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Dauphin Technology Inc)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Equity Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 pursuant to a Shelf Registration or any successor form theretoa Demand Registration, (ii) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any successor form theretoemployee stock plan or other employee benefit arrangement), (iii) on pursuant to a Shelf Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto) or (iv) pursuant to Section 4.1) (a “Piggyback Registration”in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of othersone or more stockholders of the Company (other than the Holders of Registrable Securities) (a “Piggyback Registration”), the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten and in any event within five (105) Business Days prior Days) to the filing by the Company with the Commission each Holder of any Registrable Securities of its intention to effect such a registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securitiesand, as applicable) proposed subject to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicableSection 6(b), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Statement and in any offering of Equity Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the be made pursuant to such Registration Statement that number of Registrable Securities requested to be disposed of sold in such offering by such Piggyback Seller) Holder for the account of such Holder, provided that the Company has received a written request for inclusion therein within ten (10) days after from such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other Holder no later than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon after the date on which the Company has given notice of the Piggyback Registration to Holders. The Company may terminate or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Holders of Registrable Securities shall be relieved notified by the Company of its obligation and shall have the right, but not the obligation, to register participate in any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted offering pursuant to Section 4.1such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), the Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.1same limitations that are applicable to any other Piggyback Registration as set forth above.
Appears in 1 contract
Sources: Registration Rights Agreement (Key Energy Services Inc)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereofof this Agreement, whenever if the Company at any time (other than pursuant to Section 2(a)) proposes to file (x) a Registration Statement to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Shares under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”)Act, whether for its own account or for the account of othersone or more holders of Common Shares other than the Searchlight Parties (the “Requesting Piggyback Shareholders”) or both (except with respect to a registration statement (i) for an offering that will be completed prior to the Registrable Date in which the Searchlight Parties would be prohibited from selling any Registrable Securities by Section 5.04 of the Reorganization Agreement or (ii) on Form ▇-▇, ▇-▇ or another form in connection with any dividend reinvestment or similar plan, or for the purpose of offering securities to be delivered as consideration in a business combination) or (y) following the Registrable Date, a prospectus supplement relating to the sale of Common Shares by the Company or any Requesting Piggyback Shareholders pursuant to an effective ASRS, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which the Searchlight Parties may participate in such offering without the filing of a post-effective amendment, and in the case of clause (y), for the sale of Common Shares by the Company or Requesting Piggyback Shareholders (any filing to be made under clause (x) or (y), a “Piggyback Registration Filing”), the Company shall will give all Demand Shareholders prompt written notice thereof to the Searchlight Parties of its intention to do so (but such notice to be given not less than ten (10) Business Days prior to the anticipated filing date of the related filing or, in the case of any overnight or bought underwritten offering, twenty-four (24) hours prior to the anticipated filing date). Upon the written request of any of the Searchlight Parties, which may be a joint written request from more than one of the Searchlight Parties, received by the Company with within ten (10) Business Days after the Commission giving of any registration statement with respect thereto). Such such notice by the Company or, in the case of any overnight or bought underwritten offering, within twenty-four (24) hours after the giving of any such notice by the Company, to include Registrable Securities of the Searchlight Parties in the Piggyback Registration Filing (a “Piggyback NoticeRegistration Request”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company will use commercially reasonable efforts to cause the Registrable Securities of the Searchlight Parties as to which inclusion shall include have been so requested to be included in each such the Piggyback Registration Filing, all to the extent required to permit the sale or other disposition by the Searchlight Parties of such Registrable Securities held by Demand Shareholders so registered (a “Piggyback SellerRegistration”), provided, that the Searchlight Parties shall not be entitled to include any Registrable Securities on a Piggyback Registration Filing unless the aggregate offering price for such Registrable Securities to be offered by the Searchlight Parties, collectively, as such amount would be determined on the cover page of an applicable Registration Statement on the filing date of such Piggyback Registration Filing, is at least $25,000,000. If no Piggyback Registration Request is received within the specified time, the Searchlight Parties shall have no further right to participate in such offering (for the avoidance of doubt, if the offering is pursuant to a shelf Registration Statement, this sentence shall not preclude participation in any future offering thereunder). The Selling Searchlight Parties shall be entitled to sell the Registrable Securities included in a Piggyback Registration Filing in accordance with the method of distribution requested by the Selling Searchlight Parties; provided, if the Piggyback Registration Filing relates to an underwritten offering, then (i) with respect to which the Company has received written requests shall be entitled to select the underwriters in its sole discretion and (which written requests ii) the Selling Searchlight Parties must sell all Registrable Securities included on the Piggyback Registration Filing in such underwritten offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Company and the Requesting Piggyback Shareholders, if any (including any applicable lock-up provision restricting sales, transfers or dispositions of Common Shares, and without regard for the proviso in Section 5(c)). In the case of an underwritten offering, if the managing underwriter shall specify advise that, in its opinion, an Underwriter Cutback is required, then the shares to be included in such underwritten offering will be based on the following priority: (i) first, the number of Common Shares the Company seeks to include, up to the number that, in the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering; (ii) second, in addition to shares included pursuant to the preceding clause (i), the number of Registrable Securities requested to be disposed included by the Selling Searchlight Parties and Common Shares requested to be included by the Requesting Piggyback Shareholders, on a pro rata basis (based on the number of Common Shares owned by each of such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) IfPersons), up to the number that, in connection with the opinion of the managing underwriter, would not adversely affect the pricing, timing, marketing or distribution of the Common Shares to be sold in the offering. The Company may withdraw a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought Filing prior to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration any sales being made pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own accountFiling, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by in which case the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any the Registrable Securities solely with respect to such withdrawn Piggyback Registration Filing, and shall not be required to keep a Registration Statement related to the offering effective for longer than the period contemplated by the intended manner of distribution for the shares to be sold by the Company and any Requesting Shareholders described in connection with such particular withdrawn or abandoned the Prospectus included in the related Registration Statement. For the avoidance of doubt, no Piggyback Registration; provided, that, if permitted Registration shall count toward the number of requests for a Demand Registration that the Selling Searchlight Parties are entitled to make pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.12(a).
Appears in 1 contract
Sources: Registration Rights Agreement (Liberty Latin America Ltd.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein therein, on the same terms and conditions as the other securities otherwise being sold pursuant to such registration statement, within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its reasonable opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so reasonably advised by such lead managing underwriter(s) can be sold without such an adverse effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, only if all of the securities referred to in clauses (A) through (C) have been included in such registration, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of shares of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller, and (C) third, shares only if all of Company Common Stock the securities referred to be sold by the Company in clauses (A) and (DB) fourthhave been included in such registration, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the provided that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
Appears in 1 contract
Sources: Investor and Registration Rights Agreement (AST SpaceMobile, Inc.)
Piggyback Registrations. (a) From and after the date hereofIf, subject to the terms and conditions hereofat any time during which any Registrable Securities remain outstanding, whenever the Company proposes to register any Company of its Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (in an underwritten public offering, other than pursuant to a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or Form S-4, or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) similar forms then in effect (a “"Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b"), the Company shall will give prompt written notice to HP of its intention to effect such a registration (the "Registration Notice") and will, subject to Sections 2(c) and 2(d), include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) of HP with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company's notice, not to exceed a maximum number of shares for HP equal to the product obtained when HP's pre-registration holdings of Registrable Securities are multiplied by a fraction, the numerator of which written requests shall specify is the total number of shares proposed to be sold in the Piggyback Registration by all other selling shareholders and the denominator of which is the total pre-transaction shareholdings of all other selling shareholders ("Pro Rata Fraction").
(b) The Registration Expenses of HP will be paid by the Company in all Piggyback Registrations.
(c) If a Piggyback Registration includes shares to be sold on behalf of the Company ("Primary Shares"), and the managing underwriter or underwriters advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without materially adversely affecting the marketability of the offering, the Company will include in such registration, (i) first, the securities the Company proposes to sell; and (ii) second, the Registrable Securities requested to be disposed of included in such registration by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of HP and all the securities sought other Common Stock requested to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “the "Other Demanding Sellers”Common Stock"), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, included pro rata on the basis of the number of shares of such securities for which the Company Common Stock proposed to be sold has been given written requests for inclusion therein by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder thereof.
(iid) if the If a Piggyback Registration relates to is an offering other than for underwritten secondary registration on behalf of holders of the Company’s own account's securities (not including Primary Shares), then (A) first, such number of shares of and the managing underwriters advise the Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to writing that in their opinion the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by all the holders requesting such Other Demanding Sellersregistration, if any, and (Bii) second, the Registrable Securities of Piggyback Sellersrequested to be included in such registration by HP and all Other Common Stock requested to be included in such registration, to be included pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by such securities for which the Company and (D) fourth, other shares of Company Common Stock proposed to be sold has been given written requests for inclusion therein by any Other Proposed Sellerseach such holder thereof.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Registration Rights Agreement (Smartserv Online Inc)
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Each time the Company proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to the public (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of othersthe Company or the account of any securityholder of the Company) and the form of registration statement to be used permits the registration of Registrable Securities, the Company shall give all Demand Shareholders prompt written notice thereof to each Investor, Rollover Stockholder and Employee Stockholder who holds Registrable Securities (but collectively the “Piggyback Holders”) (which notice shall be given not less than ten (10) Business Days 30 days prior to the filing by effective date of the Company’s registration statement), which notice shall offer each such Piggyback Holder the opportunity to include any or all of its or his Registrable Securities in such registration statement, subject to the limitations contained in Section 4.02(b) hereof. Each Piggyback Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company with the Commission of any registration statement with respect thereto). Such notice in writing (a “Piggyback Notice”) shall specify stating the number of shares of Company Common Stock (or other securities, as applicable) proposed desired to be registered, ) within 20 days after the proposed date of filing such notice from the Company. Any Piggyback Holder shall have the right to withdraw such Piggyback Holder’s request for inclusion of such Piggyback Holder’s Registrable Securities in any registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(spursuant to this Section 4.02(a) (if any) and a good faith estimate by giving written notice to the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then knownwithdrawal. Subject to Section 4.2(b)4.02(b) below, the Company shall include in each such Piggyback Registration registration statement all such Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect so requested to which be included therein; provided, however, that the Company has received written requests may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered.
(which written requests shall specify b) If the number managing underwriter advises the Company that the inclusion of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, included in connection with the registration statement would cause a Piggyback Registration that involves an Underwritten OfferingMaterial Adverse Effect, the lead managing underwriter(s) advise(sCompany will be obligated to include in the registration statement, as to each Requesting Holder and Piggyback Holder, only a portion of the shares such Holder has requested be registered equal to the product of: (i) the Company that, in its opinion, ratio which such Holder’s requested shares bears to the inclusion total number of all the securities sought shares requested to be included in such Piggyback Registration registration statement by all Persons (iincluding Requesting Holders) the Company, who have requested (pursuant to contractual registration rights) that their shares be included in such registration statement; and (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the maximum number of Registrable Securities proposed that the managing underwriter advises may be sold in an offering covered by the registration statement without a Material Adverse Effect. If as a result of the provisions of this Section 4.02(b) any Holder shall not be entitled to include all their Registrable Securities in a registration that such Holder has requested to be sold by so included, such Piggyback Sellers, Holder may withdraw such Holder’s request to include their Registrable Securities in such registration statement. No Person may participate in any registration statement hereunder unless such Person (Ci) third, shares of Company Common Stock sought agrees to be registered by Other Demanding Sellers, pro rata sell such person’s Registrable Securities on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by provided in any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold underwriting arrangements approved by the Company and (Dii) fourthcompletes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other shares documents, each in customary form, reasonably required under the terms of Company Common Stock proposed such underwriting arrangements; provided, however, that no such Person shall be required to be sold by make any Other Proposed Sellers.
(c) For clarity, representations or warranties in connection with any Underwritten Offering under this Section 4.2 for the Companysuch registration other than representations and warranties as to (A) such Person’s account, the Company shall not be required to include the ownership of his or its Registrable Securities to be sold or transferred free and clear of a Piggyback Seller in the Underwritten Offering unless all liens, claims and encumbrances, (B) such Piggyback Seller accepts the terms of the underwriting Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as agreed upon between the Company and the lead managing underwriter(s), which shall may be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registrationreasonably requested; provided, thatfurther, if permitted however, that the obligation of such Person to indemnify pursuant to Section 4.1any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the Demand Shareholders may continue liability of each such Person will be in proportion to, and provided, further, that such liability will be limited to the registration as a Demand Registration net amount received by such Person from the sale of his or its Company Securities pursuant to the terms of Section 4.1such registration.
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Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act for its own account or for the account of other persons who are not Demand Stockholders (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on if the Registrable Securities are then registered pursuant to a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Stockholders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Stockholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.2, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 1.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.11.1.
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Sources: Registration Rights Agreement (Fidelity National Information Services, Inc.)
Piggyback Registrations. (a) From and after the date hereofIf at any time following an IPO, subject to the terms and conditions hereof, whenever the Company Holdings proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) for sale by Holdings under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms or a Piggyback Registration), (iii) on a Shelf Registration Statement or (iv) any shares of Holdings Common Stock of FPC pursuant to a Demand Registration under Section 4.1) 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, Holdings will each such time promptly give written notice to all Stockholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by Holdings and of such holders’ rights under this Section 3.1 (the “Piggyback Notice”). Holdings will use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the securities of Holdings included in such offering, all Registrable Securities that Holdings has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10a) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company Holdings shall determine for any reason not to register such shares equity securities (or, in the case of Company Common Stock (or other securitiesa Demand Registration, as applicableFPC thereof so determines), the Company Holdings may, at its electionelection (or, in the case of a Demand Registration, where FPC so determines, Holdings shall), give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback registration, and (b) in case of a determination by Holdings to delay registration of its equity securities (or, in the case of a Demand Registration; provided, thatFPC so determines) Holdings shall be permitted to (or, if permitted pursuant to Section 4.1, in the Demand Shareholders may continue the registration as case of a Demand Registration where FPC so determines, Holdings, for a period not to exceed 60 days, shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (a) and (b) above shall not relieve Holdings of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Stockholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the terms request of Holdings (or, in the case of a Demand Registration, FPC), enter into an agreement in customary form with the underwriter or underwriters selected by Holdings (or, in the case of a Demand Registration, selected in accordance with Section 4.13.1.2). Notwithstanding the foregoing, following an IPO, Holdings shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Stockholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Stockholder without registration under Rule 144, with such sale not being limited by the volume restrictions thereunder.
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Piggyback Registrations. (a) From and after Other than in connection with a request for registration pursuant to Section 2.2 or 2.4 of this Agreement, if at any time the date hereofCompany, subject to the terms and conditions hereof, whenever including if the Company proposes to register any Company Common Stock qualifies as a well-known seasoned issuer (or any other securities that are within the meaning of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Rule 405 under the Securities Act Act) (other than a registration by the Company “WKSI”), proposes to file (i) on Form S-4 a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a registration statement other than a Shelf Registration Statement for a delayed or (iv) continuous offering pursuant to Section 4.1) (Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a firm commitment basis for reoffering to the public or in a “Piggyback Registrationbought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (then as soon as practicable but not less than ten fifteen (1015) Business Days prior to the filing by of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such Shelf Registration Statement, as the case may be, the Company with shall give notice of such proposed Piggy-Back Underwritten Offering to the Commission of any registration statement with respect thereto). Such Holders and such notice (a “Piggyback Notice”) shall specify offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of shares Registrable Securities as each such Holder may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request in writing to the Company inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company Common Stock (or other securities, as applicable) proposed shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Securities requested to be registeredincluded on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the proposed date Piggy-Back Underwritten Offering as to which such withdrawal was made.
(b) If the Company does not qualify as a WKSI, (i) the Company shall give each Holder fifteen (15) days’ notice prior to filing a Shelf Registration Statement and, upon the written request of filing of such registration statement with the Commissionany Holder, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate received by the Company of the proposed minimum offering price within ten (10) days of such shares of Company Common Stock (or other securities, as applicable), in each case notice to the extent then known. Subject to Section 4.2(b)Holder, the Company shall include in each such Piggyback Shelf Registration all Registrable Securities held by Demand Shareholders (Statement a “Piggyback Seller”) with respect number of Ordinary Shares equal to which the Company has received written requests (which written requests shall specify the aggregate number of Registrable Securities requested to be disposed included without naming any requesting Holder as a selling shareholder and including only a generic description of by the holder of such Piggyback Seller) for inclusion therein within ten securities (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company“Undesignated Registrable Securities”), (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include give notice to any Holder in connection with a filing pursuant to Section 2.3(a) unless such Holder provided such notice to the Company pursuant to this Section 2.3(b) and included Undesignated Registrable Securities in the Shelf Registration Statement related to such filing, and (iii) at the written request of a Piggyback Seller Holder given to the Company more than seven (7) days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten Offering unless (or such Piggyback Seller accepts shorter period to which the terms Company in its sole discretion consents), the Company shall use reasonable best efforts to effect the registration of any of the underwriting Holders’ Undesignated Registrable Securities so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Securities as agreed upon between any Holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggy-Back Underwritten Offering; and (b) the lead managing underwriter(s)Company shall not be required to effect a post-effective amendment more than two (2) times in any twelve (12) month period. The Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Section 2.3 before the effective date of such registration or the completion of such offering, which whether or not any Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Section 2.5.
(i) All Holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company.
(dii) IfNotwithstanding any other provision of this Agreement, at any time after giving written notice if the managing underwriter(s) of its intention a Piggy-Back Underwritten Offering determine(s) in good faith that marketing factors require a limitation of the number of shares to register any be underwritten, then the managing underwriter(s) may exclude shares from the Piggy-Back Underwritten Offering, and the number of Company Common Stock (or other securitiesshares that may be included in the Piggy-Back Underwritten Offering shall be allocated, as applicable) as set forth in this Section 4.2 and prior first to the time the registration statement filed Company, provided that, other than in connection with such Piggyback Registration is declared effectivean IPO, the Company amount of Series B Aggregate Preferred Registrable Securities included in the offering shall determine for any reason not to register such shares be reduced below the lesser of Company Common Stock (or other securities, as applicable), x) the Company may, at its election, give written notice number of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Series B Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, respect of which the Demand Shareholders may continue Holders thereof have requested the registration thereof hereunder and (y) ten percent (10%) of the total amount of securities included in such offering, second, to each of the Holders of Preferred Registrable Securities (considered as one group of shareholders) who requested inclusion of their Registrable Securities in such Piggy-Back Underwritten Offering on a Demand Registration pursuant pro rata and as converted basis based on the total number of Preferred Registrable Securities then held by each such Holder and which were not included in the registration by virtue of the previous sentence, third, to each of the terms Original Ordinary Holders of Section 4.1Original Ordinary Registrable Securities who requested inclusion of their Original Ordinary Registrable Securities in such Piggy-Back Underwritten Offering on a pro rata and as converted basis based on the total number of Original Ordinary Registrable Securities then held by each such Holder and, fifth, to each of the Ordinary Holders of Ordinary Registrable Securities who requested inclusion of their Ordinary Registrable Securities in such Piggy-Back Underwritten Offering on a pro rata and as converted basis based on the total number of Ordinary Registrable Securities then held by each such Holder.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever If the Company proposes to register any Company shares of Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not convertible into shares of Company Common Stock) Stock under the Securities Act (other than a registration by the Company pursuant to (i) a registration on Form S-4 or any successor form theretoform, or (ii) on Form S-8 an offering of securities in connection with an employee benefit, share dividend, share ownership or any successor dividend reinvestment plan) and the registration form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or be used may be used for the account registration of othersRegistrable Shares, the Company shall will give all Demand Shareholders prompt written notice thereof to all holders of Registrable Shares of its intention to effect such a registration (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (each, a “"Piggyback Notice”") shall specify the number of shares of Company Common Stock (or other securitiesand, as applicable) proposed subject to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if anySection 11.1(b) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b)c) below, the Company shall will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Shares with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 15 business days after such the date of sending the Piggyback Notice (a "Piggyback Registration"), unless, if the Piggyback Registration is received by not an underwritten offering, the Company in its reasonable judgment determines that, or in the case of an underwritten Piggyback Registration, the managing underwriters advise the Company in writing that in their opinion, the inclusion of Registrable Shares would adversely interfere with such Piggyback Selleroffering, affect the Company's securities in the public markets, or otherwise adversely affect the Company. Nothing herein shall affect the right of the Company to withdraw any such registration in its sole discretion.
(b) If, in connection with If a Piggyback Registration that involves is a primary registration on behalf of the Company and, if the Piggyback Registration is not an Underwritten Offeringunderwritten offering, the lead Company in its reasonable judgment determines that, or in the case of an underwritten Piggyback Registration, the managing underwriter(s) advise(s) underwriters advise the Company that, in its writing that in their opinion, the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in an orderly manner within a price range reasonably acceptable to the Company, the Company will include in such registration (i) first, the Company, securities the Company proposes to sell and (ii) other Persons who have sought second, the Registrable Shares requested to have shares of Company Common Stock registered be included in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) requested to be sold by the Company as the Company, included in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellerssuch registration, pro rata among the holders of Registrable Shares requesting such registration and the holders of such other securities on the basis of the number of Registrable Securities proposed securities requested for inclusion in such registration by each such holder.
(c) If a Piggyback Registration is a demand registration pursuant to the Subordinated Note Purchase Agreement between the Company and Brunswick Corporation dated as of December 14, 2001 (the "Senior Subordinated Purchase Agreement), and if such Piggyback Registration is not an underwritten offering, the Company determines that, or if such Piggyback Registration is an underwritten offering, the managing underwriters advise the Company in writing that in their opinion, the number of securities requested in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders requesting such registration, the Company will include in such registration (i) first, the securities requested to be sold included in such registration by such Piggyback Sellersthe holders of "Registrable Shares" (as defined in the Senior Subordinated Purchase Agreement), (Cii) third, shares of any securities the Company Common Stock sought proposes to sell and (iii) the Registrable Shares (as defined in this Agreement) requested to be registered by Other Demanding Sellersincluded in such registration and any other securities requested to be included in such registration, pro rata among the holders of Registrable Shares (as defined in this Agreement) requesting such registration and the holders of such other securities on the basis of the number of shares of Company Common Stock proposed to be sold requested for inclusion in such registration by each such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; orholder.
(iid) If a Piggyback Registration is a secondary registration other than as described in Section 11.1(c) on behalf of holders of the Company's securities other than the holders of Registrable Shares, and, if the Piggyback Registration relates to is not an offering other than for underwritten offering, the Company’s own accountCompany determines that, then (A) firstor in the case of an underwritten Piggyback Registration, such number of shares of the managing underwriters advise the Company Common Stock (or other securitiesin writing that in their opinion, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought requested to be registered included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration the securities requested to be included therein by all the holders requesting such Other Demanding Sellers, (B) second, registration and the Registrable Securities of Piggyback SellersShares requested to be included in such registration, pro rata among the holders of securities requesting such registration on the basis of the number of Registrable Securities proposed securities requested for inclusion in such registration by each such holder.
(e) In the case of an underwritten Piggyback Registration, the Company will have the right to be sold select the investment banker(s) and manager(s) to administer the offering. If requested by the underwriters for any underwritten offerings by Registered Holders, under a registration requested pursuant to Section 11.1(a), the Company will enter into a customary underwriting agreement with such Piggyback Sellersunderwriters for such offering, (C) third, shares of Company Common Stock to be sold which agreement shall contain such representations and warranties by the Company and (D) fourthsuch other terms which are customarily contained in agreements of this type. The Registered Holders requesting registration shall be a party to such underwriting agreement and may, other shares at their option, require that any or all of Company Common Stock proposed the conditions precedent to the obligations of such underwriters under such underwriting agreement also be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for conditions precedent to the Company’s account, the Company obligations of Registered Holders. The Registered Holders shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between make any representations or warranties to or agreement with the Company or the underwriters other than representations, warranties or agreements regarding the Registered Holders and the lead managing underwriter(s), which shall be selected Registered Holders' intended method of distribution and any other representation or warranties required by the Companylaw.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Sources: Subordinated Note Purchase Agreement (Travis Boats & Motors Inc)
Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a the Shelf Registration Statement pursuant to Section 5.3 other than a Marketed Underwritten Shelf Offering or (iv) pursuant to Section 4.15.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration or any other Investor with respect to its Registrable Securities (such Persons Persons, collectively, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, Sellers and shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers and the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (DC) fourththird, other shares of Company Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock sought to be registered by Other Proposed Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 5.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective5.2, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders may continue the registration as a Demand Registration pursuant subject to the terms of Section 4.15.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering that is not an Excluded Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Applicable Shareholders of Registrable Securities prompt written notice thereof (but not less than ten (10) five Business Days prior to the filing by the Company with the Commission of any registration statement (or, in the case of an automatic shelf registration statement, a prospectus supplement) with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement statement, or such prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Applicable Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days five Business Days after such Piggyback Notice is received by such Piggyback Seller.
(b) If. For purposes of this Agreement, in connection with a Piggyback Registration that involves an Underwritten “Excluded Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by ” means (i) an offering by the CompanyCompany or another holder on an underwritten basis (whether firm commitment or otherwise) or by a single purchaser that is a financial institution that in the ordinary course engages as an underwriter, agent or dealer, in either event without substantial marketing efforts prior to pricing (which shall include without limitation any such offering without a roadshow and provided that any marketing period shall be less than thirty six (36) hours), and (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called any “piggybackat the market” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an similar registered offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company through a broker, sales agent or distribution agent, whether as agent or principal to the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on extent that the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates files a registration statement or prospectus supplement with respect to an offering other than for “at the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellersmarket” facility.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. If at any time (a) From and after the date hereof, subject to the terms and conditions hereof, whenever either (i) the Company proposes to register any for sale by the Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act any Common Shares (other than a registration by the Company (i) on Form S-4 or Form S-8, or any successor form theretoor similar forms) in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, and (ii) on Form S-8 the FPC Shareholders or any successor form theretoFPC Affiliate Transferee or any other shareholder proposes to sell Registrable Securities in such registered sale, (iii) on a Shelf Registration Statement or (ivb) the Company proposes to register for sale by any FPC Shareholder or any FPC Affiliate Transferee to the public under the Securities Act any Registrable Securities, the Company shall each such time promptly give written notice to any Trust that beneficially owns any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by the Company and of such holders’ rights under this Section 5.1 (the “Piggyback Notice”). Subject to Section 5.1.4, the Company shall use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the Common Shares proposed to be sold by the Company, the FPC Shareholders or FPC Affiliate Transferees and any other shareholder in such offering, all Registrable Securities that the Company has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the holders thereof (each such registration pursuant to this Section 4.1) (5.1.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10a) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Shares, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Trusts who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; providedregistration, that, if and (b) in case of a determination by the Company to delay registration of its Common Shares the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other Common Shares. In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 4.15.1.1, the Demand all Shareholders may continue the registration as a Demand Registration proposing to distribute their securities pursuant to this Section 5.1.1 shall, at the terms request of Section 4.1the Company, enter into an agreement in customary form with the underwriter or underwriters selected by the Company.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereofIf at any time following an IPO, subject to the terms and conditions hereof, whenever the Company WireCo proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) for sale by WireCo under the Securities Act any of its equity securities (other than a registration by the Company (i) on Form S-4 or any successor form theretoForm S-8, (ii) on Form S-8 or any successor form theretoor similar forms or a Piggyback Registration), (iii) on a Shelf Registration Statement or (iv) any shares of WireCo Common Stock of NewCo pursuant to a Demand Registration under Section 4.1) 3.1.2, in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, WireCo will each such time promptly give written notice to all Stockholders who beneficially own any Registrable Securities of its intention to do so, of the registration form of the SEC that has been selected by WireCo and of such holders’ rights under this Section 3.1 (the “Piggyback Notice”). WireCo will use its reasonable best efforts to include, and to cause the underwriter or underwriters, if applicable, to include, in the proposed offering, on the same terms and conditions as the securities of WireCo included in such offering, all Registrable Securities that WireCo has been requested in writing, within 15 calendar days after the Piggyback Notice is given, to register by the Stockholders thereof (each such registration pursuant to this Section 3.1.1, a “Piggyback Registration”); provided, whether for its own account or for the account of othershowever, the Company shall give all Demand Shareholders prompt written notice thereof that (but not less than ten (10a) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) Ifif, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 a Piggyback Notice and prior to the time effective date of the registration statement filed in connection with such Piggyback Registration is declared effectiveregistration, the Company WireCo shall determine for any reason not to register such shares equity securities (or, in the case of Company Common Stock (or other securitiesa Demand Registration, as applicableNewCo thereof so determines), the Company WireCo may, at its electionelection (or, in the case of a Demand Registration, where NewCo so determines, WireCo shall), give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon all Stockholders who beneficially own any Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback registration, and (b) in case of a determination by WireCo to delay registration of its equity securities (or, in the case of a Demand Registration; provided, thatNewCo so determines) WireCo shall be permitted to (or, if permitted pursuant to Section 4.1, in the Demand Shareholders may continue the registration as case of a Demand Registration where NewCo so determines, WireCo, for a period not to exceed 60 days, shall) delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities (provided that clauses (a) and (b) above shall not relieve WireCo of its obligations under Section 3.1.2). In the case of any registration of Registrable Securities in an underwritten offering pursuant to this Section 3.1.1, all Stockholders proposing to distribute their securities pursuant to this Section 3.1.1 shall, at the terms request of WireCo (or, in the case of a Demand Registration, NewCo), enter into an agreement in customary form with the underwriter or underwriters selected by WireCo (or, in the case of a Demand Registration, selected in accordance with Section 4.13.1.2). Notwithstanding the foregoing, following an IPO, WireCo shall not be obligated to effect registration of Registrable Securities for which Piggyback Registration is requested by a Stockholder if, at the time of such request, all such Registrable Securities are eligible for sale to the public by the requesting Stockholder without registration under Rule 144, with such sale not being limited by the volume restrictions thereunder.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock any Person that on the date of the Piggyback Notice is a Piggyback Shareholder (or other securitieseach, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sInitial Shareholder or any of its Permitted Transferees (to the extent a Shareholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered held by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company as determined by the Company and (D) fourth, other shares of Company Common Stock proposed with such priorities among them as may from time to time be sold determined or agreed to by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Class A Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Class A Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, thereto or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.14.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Stockholders prompt written notice thereof (but not less than ten five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Class A Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Class A Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Stockholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten three (103) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Class A Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Class A Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Class A Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Class A Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Class A Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Class A Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Class A Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Class A Common Stock to be sold by the Company and (D) fourth, other shares of Company Class A Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback P▇▇▇▇▇▇▇▇ Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Class A Common Stock (or other securities, as applicable) as set forth in this Section 4.2 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Class A Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof as soon as reasonably practicable and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.14.1, the Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.14.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) in an Underwritten Offering (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders of Registrable Securities (each, a “Holder” and collectively, the “Holders”) prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto); provided that, Piggyback Registrations shall not include (i) any “at the market” offering as defined in Rule 415(a)(4) of the Securities Act, or (ii) any Underwritten Offering priced by 11:59 p.m. Hawaiian Time on the first full Business Day following the day of the announcement of such offering. Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b6.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in In connection with a Piggyback Registration that involves an Underwritten Offering, if the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers Sellers, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company Company, and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 6.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 6.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant . Any Holder having notified the Company to Section 4.1include any or all of its Registrable Securities in a Piggyback Registration shall have the right to withdraw any such notice with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Demand Shareholders may continue Company shall not include such Registrable Securities in the registration as a Demand Registration pursuant applicable registration. No such withdrawal shall affect the obligations of the Company with respect to the terms of Section 4.1Registrable Securities not so withdrawn.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject to the terms and conditions hereof, whenever Whenever the Company proposes to register any Company Common Stock (or any other of its securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a and the registration by form to be used may be used for the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) registration of Executive Stock (a “"Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b"), the Company shall will give prompt written notice to all holders of Executive Stock of its intention to effect such a registration and will include in each such Piggyback Registration registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Fully Vested Shares with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 15 days after such Piggyback Notice is received by such Piggyback Sellerthe receipt of the Company's notice.
(b) If, The Registration Expenses of the holders of Executive Stock will be paid by the Company in connection with all Piggyback Registrations.
(c) If a Piggyback Registration that involves is an Underwritten Offeringunderwritten primary registration on behalf of the Company, and the lead managing underwriter(s) advise(s) underwriters advise the Company that, in its opinion, writing that in their opinion the inclusion number of all the securities sought requested to be included in such Piggyback Registration by registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the Companysecurities the Company proposes to sell, (ii) second, other Persons who have sought securities requested to have shares of Company Common Stock registered be included in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”)which are not Executive Stock, and (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”)third, as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback SellersFully Vested Shares, pro rata on the basis of based upon the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered Fully Vested Shares held by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Companyholder thereof.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such If a Piggyback Registration is declared effectivean underwritten secondary registration on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, (ii) second, other securities requested to be included in such registration which are not Executive Stock, and (iii) third, Fully Vested Shares, pro rata based upon the number of Fully Vested Shares held by each holder thereof.
(e) If any Piggyback Registration is an underwritten offering, the underwriter's commissions and discounts shall determine for any reason be paid out of the proceeds from the sale of such securities, and shall not be paid by the Company with respect to the sale of such securities.
(f) Each holder of Executive Stock agrees not to register effect any public sale and/or distribution of any equity security of the company, or any securities convertible into or exchangeable or exercisable for such shares of Company Common Stock (or other securities, during the seven days prior to and the 90 days after the effectiveness of any underwritten Piggyback Registration, except as applicable), the Company may, at its election, give written notice part of such determination to underwritten registration, unless otherwise authorized by the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.Company. PROVISIONS RELATING TO EMPLOYMENT
Appears in 1 contract
Sources: Senior Management Agreement (American Medserve Corp)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any shares of Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Stockholders prompt written notice thereof (but not less than ten (10) Business Days 15 calendar days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Stockholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) 10 days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company in writing that, in its opinion, the inclusion of all of the securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarityNotwithstanding anything to the contrary contained in this Agreement, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereofthat is three (3) months after the Closing Date, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement pursuant to Section 4.3 or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders holders of Registrable Securities prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and and, if any, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case case, to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders holders of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities shares of Company Common Stock sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Company Common Stock as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, adverse effect as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, acting in its reasonable judgmentgood faith, shall have determined, (B) second, Registrable Securities of the Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, Registrable Securities of the Piggyback Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Piggyback Sellers, (B) second, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Stock, the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the that Demand Shareholders Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after Each time the date hereof, subject to the terms and conditions hereof, whenever the Company Partnership proposes to register any Company Common Stock of its equity securities (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stockthan pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Partnership or the account of any Existing Holder, Pre-IPO Holder or other securityholder (other than a Holder pursuant to this Agreement) of the Partnership pursuant to contractual registration by rights) and the Company form of registration statement to be used (i) on Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on including a Shelf Registration Statement or (ivStatement) pursuant to Section 4.1) permits the registration of Registrable Securities, the Partnership shall give prompt written notice (a “Piggyback RegistrationRegistration Notice”), whether for its own account or ) to each Holder (in the case of a registration for the account the Partnership, provided that such Holder holds at the time of otherssuch Piggyback Registration Notice at least 10% of the total Common Units and OpCo Common Units issued under the Purchase Agreement (or if any such Opco Common Units have been exchanged for Common Units, such equivalent number of Common Units received upon such exchange) (such 10% amount or equivalent number, the Company “Piggyback Threshold”)) and the Existing Holders (which notice shall give all Demand Shareholders prompt written notice thereof (but be given not less than ten (10i) five Business Days prior to the anticipated filing by date or (ii) three Business Days prior to the Company with anticipated filing date in the Commission case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall offer each such Holder and each Existing Holder the opportunity to include any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number or all of shares of Company Common Stock (its or other securitieshis Registrable Securities and Existing Registrable Securities, as applicable, in such registration statement, subject to the limitations contained in Section 2.2(b) proposed hereof. Each such Holder who desires to be registered, the proposed date of filing of have its or his Registrable Securities included in such registration statement with shall so advise the Commission, the proposed means of distribution and the proposed managing underwriter(s) Partnership in writing (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify stating the number of Registrable Securities desired to be registered) within three Business Days (or one Business Day in the case of an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date it receives such notice from the Partnership. Any Holder shall have the right to withdraw such ▇▇▇▇▇▇’s request for inclusion of all or a portion of such Holder’s Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Partnership of such withdrawal. Subject to Section 2.2(b) below, the Partnership shall include in such registration statement all such Registrable Securities so requested to be disposed included therein; provided, however, that the Partnership may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of by such Piggyback Seller) all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.2 shall not be considered an Underwritten Shelf Takedown for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Sellerpurposes of Section 2.1 of this Agreement.
(b) IfWith respect to any registration pursuant to Section 2.2(a), in connection with a Piggyback Registration that involves an Underwritten Offering, if the lead managing underwriter(s) advise(s) advise the Company that, in its opinion, Partnership that the inclusion of all the amount of securities sought (including Registrable Securities) requested to be included in such Piggyback the Registration by (i) Statement will have a Material Adverse Effect, the CompanyPartnership shall so advise all Holders, (ii) other Persons who have sought to have shares the Pre-IPO Holders and the Existing Holders of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to soRegistrable Securities, Pre-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers IPO Registrable Securities and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”)Existing Registrable Securities, as applicable, that would otherwise be underwritten pursuant hereto, and the case amount of securities that may be, would adversely affect the success thereof, then the Company shall include be included in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can underwriting shall be sold without such an effect, as follows and in the following order of priority:allocated,
(i) if in the Piggyback Registration relates to an offering case of a registration for the Company’s own accountaccount of the Partnership, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by include the Company as securities the Company, in its reasonable judgment, shall have determinedPartnership proposes to register, (B) second, Registrable Securities of Piggyback Sellers, pro rata on among the basis of participating 2019 Registration Rights Holders and the number of Registrable Securities proposed participating Pre-IPO Holders according to be sold by such Piggyback Sellersthe priority set forth in the 2019 Registration Rights Agreement, (C) third, shares of Company Common Stock sought among the participating 2022 Registration Rights Holders according to be registered by Other Demanding Sellersthe priority set forth in the 2022 Registration Rights Agreement, (D) fourth, among the participating Holders, as nearly as possible, on a pro rata basis based on the basis total amount of the number of shares of Company Common Stock proposed to be sold Registrable Securities requested by such Other Demanding Sellers Holders and (D) fourth, among any other shares of Company Common Stock proposed Persons pursuant to be sold by any Other Proposed Sellerscontractual registration rights, as nearly as possible, on a pro rata basis; orand
(ii) if in the Piggyback Registration relates to an offering other than case of a registration for the Company’s own accountaccount of the Existing Holders, then the Pre-IPO Holders or any other Persons pursuant to contractual registration rights, (A) first, such number of shares of Company Common Stock (among the participating Existing Holders and the participating Pre-IPO Holders according to the priority set forth in the 2019 Registration Rights Agreement or other securities2022 Registration Rights Agreement, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellersamong the participating Holders, as nearly as possible, on a pro rata basis based on the basis of the number total amount of Registrable Securities proposed to be sold requested by such Piggyback SellersHolders, (C) third, shares of Company Common Stock to be sold by include the Company securities the Partnership proposes to register, if any, and (D) fourth, among any such other shares Persons pursuant to contractual registration rights, as nearly as possible, on a pro rata basis. If, as a result of Company Common Stock proposed the provisions of this Section 2.2(b), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Registration Statement. No Person may participate in any Registration Statement pursuant to Section 2.2(a) unless such Person (x) agrees to sell such person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Partnership and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to (i) make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities to be sold by or transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested or (ii) undertake any Other Proposed Sellersindemnification obligations to the Partnership or the underwriters with respect thereto except as otherwise provided in Section 2.7.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving Any Holder may deliver written notice of its intention to register any shares of Company Common Stock (or other securities, as applicablean “Opt-Out Notice”) as set forth in this Section 4.2 and prior to the time Partnership requesting that such Holder not receive from the registration statement filed in connection with such Partnership any Piggyback Registration is declared effectiveNotice; provided, the Company shall determine for however, that such Holder may later revoke any reason not to register such shares Opt-Out Notice in writing. Following receipt of Company Common Stock an Opt-Out Notice from a Holder (or other securities, as applicableunless subsequently revoked), the Company may, at its election, give written Partnership shall not deliver any notice of to such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted Holder pursuant to Section 4.1, the Demand Shareholders may continue the 2.2(a) and such Holder shall no longer be entitled to participate in any registration as a Demand Registration or offering pursuant to the terms of Section 4.12.2(a).
Appears in 1 contract
Sources: Registration Rights Agreement (Kimbell Royalty Partners, LP)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form theretoS-4, (ii) on Form S-8 or any successor form theretoS-8, (iii) on a Shelf Registration Statement pursuant to Section 2.1 or (iv) pursuant to Section 4.12.2, the foregoing, each, an “Excluded Registration Statement”) or conduct an Underwritten Offering pursuant to a then-effective registration statement (other than an Excluded Registration Statement) (any such registration or offering, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement or prospectus supplement, as applicable, with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registeredregistered or offered, as applicable, the proposed date of filing of such registration statement or prospectus supplement, with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) ), and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b2.3(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, the Amazon Holders, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights granted by the Company to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons Persons, excluding the Amazon Holders, being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers Sellers, and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would materially and adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, shares of Common Stock (or other securities, as applicable) held by Amazon Holders who properly requested to include such securities in such offering pursuant to the Amazon Transaction Agreement, (C) third, a pro rata number of shares of Common Stock to consist of (y) Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (Cz) thirdshares of Common Stock held by Other Demanding Sellers having rights of registration on parity with the Piggyback Sellers with respect to such offering (in each case, based on the number of shares of Common Stock properly requested to be included in such offering), (D) fourth, shares of Company Common Stock sought to be registered by Other Demanding Sellers not otherwise encompassed by clause (C) of this Section 2.3(b)(i) pro rata on the basis of the number of shares of Common Stock proposed to be sold by such Other Demanding Sellers, and (E) fifth, other shares of Common Stock proposed to be sold by any Other Proposed Sellers;
(ii) if the Piggyback Registration relates to an offering for an Amazon Holder pursuant to the Amazon Transaction Agreement, then (A) first, such number of shares of Common Stock (or other securities, as applicable) to be sold by the Amazon Holders who properly requested to include their securities in such offering pursuant to the Amazon Transaction Agreement in accordance with such agreement, (B) second, a pro rata number of shares of Common Stock to consist of (x) Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, and (y) shares of Company Common Stock held by Other Demanding Sellers having rights of registration on parity with the Piggyback Sellers with respect to such offering (in each case, based on the number of shares of Common Stock properly requested to be included in such offering), (C) third, shares of Common Stock sought to be registered by Other Demanding Sellers not otherwise encompassed by clause (B) of this Section 2.3(b)(ii) pro rata on the basis of the number of shares of Common Stock proposed to be sold by such Other Demanding Sellers and Sellers, (D) fourth, shares of Common Stock to be sold by the Company, and (E), fifth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(iiiii) if the Piggyback Registration relates to an offering other than for the Company’s own account or for an Amazon Holder’s account, then (A) first, shares of Common Stock (or other securities, as applicable) held by Amazon Holders who properly requested to include such securities in such offering pursuant to the Amazon Transaction Agreement, (B) second, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (BC) secondthird, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (CD) thirdfourth, shares of Company Common Stock to be sold by the Company Company, and (DE) fourthfifth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 2.3 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the reasonable and customary terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany (subject to such lead managing underwriter(s) being reasonably acceptable to the Piggyback Sellers, such acceptance not to be unreasonably withheld, delayed or conditioned).
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 2.3 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.12.2, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.12.2.
Appears in 1 contract
Sources: Registration Rights Agreement (Clean Energy Fuels Corp.)
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, at any time, and from time to time, following the end date of the Lock-up Period, whenever the Company proposes (whether on its own behalf or for any Person) to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Shares under the Securities Act (other than a registration by the Company (i) on Form S-4 or any successor form thereto, thereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act or (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement thereto or (iv) pursuant to Section 4.1in connection with any employee stock option or other benefit plan) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Company Stockholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company with the Commission of any registration statement with respect theretothereto or five (5) Business Days with respect to any Non-Marketed Underwritten Offering). Such notice (each, a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) the Company’s Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock Shares (or other securities, as applicableif any), in each case to the extent then known. Subject to Section 4.2(b1.1(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders the Company Stockholders (each, a “Piggyback Seller”) with respect to which the Company has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days Business Days after such Piggyback Notice is received by such Piggyback SellerSeller or two (2) Business Day with respect to any Non-Marketed Underwritten Offering. If a Company Stockholder determines not to include all of its Registrable Securities in any Registration Statement filed by the Company pursuant to this Section 1.1, such Company Stockholder shall continue to have the right to include any Registrable Securities in any subsequent Registration Statement as may be filed by the Company, all upon the terms and conditions herein.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities Company Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely have a materially adverse affect on the proposed offering price, the timing, the distribution method, or the probability of success thereofof such offering, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities Company Shares as the Company is so advised in writing (email being sufficient) by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Shares to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of the Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold then held by each such Piggyback SellersSeller (provided that any Registrable Securities thereby allocated to a Piggyback Seller that exceed such Piggyback Seller’s request shall be reallocated among the remaining Piggyback Sellers in like manner), (C) third, shares of Shares the Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Shares proposed to be sold by any Other Proposed Sellers; or;
(ii) if the Piggyback Registration relates to an offering other than for a Shelf Offering by the Company’s own accountDemanding Shareholder(s), then (A) first, such number of shares Registrable Securities sought to be registered by the Demanding Shareholder(s) and each Piggyback Seller, pro rata in proportion to the number of securities sought to be registered by all such Demanding Shareholder(s) and Piggyback Sellers, (B) second, Company Common Stock (or other securities, as applicable) Shares sought to be registered by each Other Demanding Seller Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Shares to be sold by the Company and (DC) fourth, other shares Company Shares proposed to be sold by any Other Proposed Sellers.
(iii) if the Piggyback Registration relates to an offering other than for the Company’s own account or the Demanding Shareholder(s), then (A) first, such number of Registrable Securities and Company Common Stock Shares sought to be registered by each Piggyback Seller and Other Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Piggyback Sellers and Other Demanding Sellers, (B) second, Company Shares to be sold by the Company and (C) third, Company Shares proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account1.1, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting underwriting, so long as the same are on customary terms for transactions of such type, as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the CompanyCompany (after consultation with Piggyback Sellers and shall be reasonably acceptable to the Company Stockholders).
(d) If, at any time after giving written notice of its the Company’s intention to register any shares of Company Common Stock (or other securities, as applicable) Shares as set forth in this Section 4.2 1.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable)Shares, the Company may, at its election, give written notice of such determination as soon as reasonably practicable to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided. Any Piggyback Seller shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 1.1 by giving written notice to the Company of its request to withdraw prior to the effective date of the registration statement filed in connection with such registration.
(e) For the avoidance of doubt, that, if permitted any exercise of the rights set forth in Section 1.1 by the Company Stockholders shall not be deemed to be an exercise of any right pursuant to Section 4.11.2, including the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms last sentence of Section 4.11.2(d).
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not Table of Contents Demand Shareholders (other than the PIPE Registration Statement or a registration by the Company (i) on Form S-4 F-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, or (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.11.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders Holders prompt written notice thereof (but not less than ten (10) Business Days days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable)Ordinary Shares, in each case to the extent then known. Subject to Section 4.2(bSections 1.1 (b) and 1.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders Holders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) advises the Company that, in its opinion, the inclusion of all the securities Company Ordinary Shares sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons who have sought to have shares of Company Common Stock Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration pursuant to agreements entered into by the Company in accordance with Section 3.14 (such Persons Persons, if any, being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities Company Ordinary Shares as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata based on the basis of the number of Registrable Securities proposed to be sold Shares then held by each such Piggyback SellersSeller (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (C) third, shares of Company Common Stock Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) Ordinary Shares sought to be registered by each Other Demanding Seller and Piggyback Seller pro rata in proportion to based on the number of securities sought to be registered Registrable Shares then held by all such Other Demanding SellersSellers and Piggyback Sellers (including, in the case of SL Sponsor, Registrable Shares held by the Escrow Agent and included with SL Sponsor’s Registrable Shares as if they were held by SL Sponsor), (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Ordinary Shares to be sold by the Company and (DC) fourththird, other shares of Company Common Stock Ordinary Shares proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for 1.2 that is initiated by the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected ; in connection with any Underwritten Offering under this Section 1.2 that is not initiated by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not be required to register such shares of Company Common Stock (or other securities, as applicable), include the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities of a Piggyback Seller in connection with the Underwritten Offering unless such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to Seller accepts the terms of Section 4.1the underwriting as agreed upon between the Majority in Interest of the Holders of Registrable Securities participating in such offering and the lead managing underwriter(s).
Appears in 1 contract
Sources: Registration Rights Agreement (Global Blue Group Holding AG)
Piggyback Registrations. Each time the Corporation elects to proceed with a proposed Distribution of any of its securities, the Corporation shall as soon as practicable deliver a Distribution Notice to each Investor that (ax) From and after the date hereof, subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock has an Ownership Percentage of 10% or more or (or any other securities that are y) is an “affiliate” of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Corporation pursuant to Rule 144 under the Securities Act (other than an “Affiliated Investor”). In such event, each such Affiliated Investor shall be entitled, by notice in writing given to the Corporation (a registration “Piggyback Registration Notice”) within five Business Days (except in the case of a “bought deal” in which case such Affiliated Investor shall have only two Business Days) after the receipt of any such Distribution Notice, to require that the Corporation cause that number of the Registrable Securities held by such Affiliated Investor (the Company “Participating Investor”) that represents up to 10% of the Registrable Securities to be sold in such Distribution (ithe “Piggyback Registrable Securities”) on Form S-4 or any successor form thereto, to be sold in such Distribution (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant such qualification being hereinafter referred to Section 4.1) (as a “Piggyback Registration”), whether for its own account or for the account . Any Distribution in respect of others, the Company which there is a Piggyback Registration shall give all Demand Shareholders prompt written notice thereof (but not less than ten (10) Business Days prior to the filing by the Company proceed in accordance with the Commission procedures set forth in Schedule B. If the size of any registration statement with respect thereto). Such notice (a “Piggyback the Distribution is increased or decreased from the size disclosed in the Distribution Notice”) shall specify , each Participating Investor shall, acting in its sole discretion, have 48 hours to adjust the number of shares its Piggyback Registrable Securities. Notwithstanding the foregoing:
(a) the Corporation may at any time, and without the consent of Company Common Stock (or other securitiesthe Participating Investor(s), as applicable) proposed to be registered, abandon the proposed date of filing of such registration statement with Distribution in which the Commission, the proposed means of distribution and the proposed managing underwriter(sParticipating Investor(s) (if any) and has delivered a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration Notice; provided that the Corporation will pay all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) Distribution Expenses in connection with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by such Piggyback Seller.abandoned Distribution; and
(b) If, in connection with if the proposed Distribution is not completed within 180 days of a Piggyback Registration that involves an Underwritten OfferingNotice, any Piggyback Registration Notice delivered by the lead managing underwriter(sParticipating Investor(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought hereunder shall be deemed to be included in such Piggyback Registration by (i) withdrawn and the Company, (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company Corporation shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not again be required to include comply with the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as procedures set forth out in this Section 4.2 and prior 7.1 with respect to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1proposed Distribution.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereofexpiration of the Restricted Period, subject to the terms and conditions hereof, whenever the Company Parent proposes to register any Company Parent Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company Parent (i) on Form S-4 or any successor form thereto (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (ii) on Form S-8 or any successor form theretothereto (or other registration solely relating to an offering or sale to employees or directors of Parent pursuant to any employee stock plan or other employee benefit arrangement), (iii) on a Shelf Registration Statement Statement, (iv) in connection with any dividend or distribution reinvestment or similar plan, (v) incidental to an issuance of debt securities under Rule 144A or (ivvi) pursuant to Section 4.1) (such registration other than those referred to in the immediately preceding parenthetical, a “Piggyback Registration”), whether for its own account or for the account of others, the Company Parent shall give all Demand Shareholders each Holder prompt written notice thereof (but not less than ten fifteen (1015) Business Days prior to the filing by the Company Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Parent Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company Parent of the proposed minimum offering price of such shares of Company Parent Common Stock (or other securities, as applicable)Stock, in each case to the extent then known. Subject to Section 4.2(b), the Company Parent shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) the Holders with respect to which the Company Parent has received a written requests request (which written requests request shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Sellereach Holder) for inclusion therein within ten (10) days Business Days after such Piggyback Notice is received by such Piggyback Sellereach Holder.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company advises Parent that, in its opinion, the inclusion of all the securities shares of Parent Common Stock sought to be included in such Piggyback Registration by (i) the CompanyParent, (ii) other Persons who have sought to have shares of Company Parent Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers Holders and (iv) any other proposed sellers of shares of Company Parent Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success thereofof such Piggyback Registration, then the Company Parent shall include in the registration statement applicable to such Piggyback Registration only such securities shares of Parent Common Stock as the Company Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the CompanyParent’s own account, then (A) first, such number of the shares of Company Parent Common Stock (or other securities, as applicable) to be sold by the Company as the CompanyParent, in its reasonable judgment, shall have determined, and (B) second, the Registrable Securities of Piggyback the Holders and shares of Parent Common Stock sought to be registered by Other Demanding Sellers and by Other Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of Holders and the number of shares of Company Parent Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any such Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the CompanyParent’s own account, then (A) first, such number the Registrable Securities of the Holders and shares of Company Parent Common Stock (or other securities, as applicable) sought to be registered by each the Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Sellers and any Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Proposed Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Parent Common Stock proposed to be sold by any the Holders and the number of shares of Parent Common Stock proposed to be sold by such Other Demanding Sellers and Other Proposed Sellers, and (B) second, the shares of Parent Common Stock to be sold by Parent.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account4.2, the Company Parent shall not be required to include the Registrable Securities of a Piggyback Seller any Holder in the Underwritten Offering unless such Piggyback Seller ▇▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company Parent and the lead managing underwriter(s), which shall be selected in good faith by the Company▇▇▇▇▇▇.
(d) If, at any time after giving written notice of its intention to register any shares of Company Parent Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective4.2, the Company Parent shall determine for any reason not to register such shares of Company Parent Common Stock (or other securitiesStock, as applicable), the Company Parent may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof each Holder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
Appears in 1 contract
Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other of its equity securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 or any successor form forms thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (each, a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand the Piggyback Shareholders prompt written notice thereof (but not less than ten (10) Business Days business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify specify, at a minimum, the number of shares of Company Common Stock (or other securities, as applicable) equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and distribution, the proposed managing underwriter(s) underwriter or underwriters (if anyany and if known) and a good faith estimate by the Company of the proposed minimum offering price of such shares equity securities. Upon the written request of Company Common Stock any Person that on the date of the Piggyback Notice is a Piggyback Shareholder (or other securitieseach, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests request shall specify the number of Registrable Securities requested then presently intended to be disposed of by such Piggyback Seller) for inclusion therein given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its reasonable best efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration.
(b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration that involves is not an Underwritten Offering, a nationally recognized independent investment bank selected by the lead managing underwriter(sInitial Shareholder or any of its Permitted Transferees (to the extent a Shareholder hereunder), reasonably acceptable to the Company, and whose fees and expenses shall be borne solely by the Company) advise(s) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) other Persons others who have sought to have shares equity securities of the Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares equity securities of the Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereofmarketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such equity securities as the Company is so advised by such lead managing underwriter(s) underwriter can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities to be sold by the Company as the Company, in its reasonable judgmentjudgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock Sellers and securities sought to be registered by Other Demanding SellersSellers (if any), pro rata on the basis of the number of shares of Company Common Stock proposed to be sold held by such Piggyback Sellers and Other Demanding Sellers and (DC) fourththird, other shares of Company Common Stock proposed to be sold equity securities held by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) equity securities sought to be registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, Sellers and Piggyback Sellers and (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold other equity securities held by such Piggyback Sellers, (C) third, shares of Company Common Stock any Other Proposed Sellers or to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold as determined by any Other Proposed Sellersthe Company.
(c) For clarity, in In connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the a holder’s Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller holder accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be underwriters selected by the Company; provided, that any such underwriting agreement includes only customary terms and conditions.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) its equity securities as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other equity securities, as applicable), the Company may, at its election, give written notice of such determination to the each Piggyback Sellers within five (5) Business Days thereof Shareholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback RegistrationRegistration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that, if permitted pursuant to Section 4.1, the Demand that Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
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Piggyback Registrations. (a) From and after the date hereof, subject Subject to the terms and conditions hereof, whenever the Company proposes to register any Company Common Stock (or any other securities that are of the same class or series as any Registrable Securities that are not shares of Company Common Stock) under the Securities Act (other than a registration by the Company (i) on -19- Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a Shelf Registration Statement or (iv) pursuant to Section 4.1) (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (but not less than ten five (105) Business Days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Company Common Stock (or other securities, as applicable) proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such shares of Company Common Stock (or other securities, as applicable), in each case to the extent then known. Subject to Section 4.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by Demand Shareholders (a “Piggyback Seller”) with respect to which the Company has received written requests (which written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion therein within ten five (105) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (iw) the Company, (iix) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iiiy) the Piggyback Sellers and (ivz) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected by the Company.
(d) If, at any time after giving written notice of its intention to register any shares of Company Common Stock (or other securities, as applicable) as set forth in this Section 4.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, the Company shall determine for any reason not to register such shares of Company Common Stock (or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand Registration pursuant to the terms of Section 4.1.
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Sources: Stockholders Agreement (Atlas Air Worldwide Holdings Inc)
Piggyback Registrations. (a) From and after Other than in connection with a request for registration pursuant to Section 2.2 or 2.4 of this Agreement, if at any time the date hereofCompany, subject to the terms and conditions hereof, whenever including if the Company proposes to register any Company Common Stock qualifies as a well-known seasoned issuer (or any other securities that are within the meaning of the same class or series as any Registrable Securities that are not shares of Company Common Stock) Rule 405 under the Securities Act Act) (other than a registration by the Company “WKSI”), proposes to file (i) on Form S-4 a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) on a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities (iv) other than for the Holders pursuant to Section 4.1) (2.2 or 2.4 of this Agreement), to an underwriter on a firm commitment basis for reoffering to the public or in a “Piggyback Registrationbought deal” or “registered direct offering” with one or more investment banks (collectively, a “Piggy-Back Underwritten Offering”), whether for its own account or for the account of others, the Company shall give all Demand Shareholders prompt written notice thereof (then as soon as practicable but not less than ten fifteen (1015) Business Days prior to the filing by of (a) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (c) such registration statement, as the case may be, the Company with shall give notice of such proposed Piggy-Back Underwritten Offering to the Commission of any registration statement with respect thereto). Such Holders and such notice (a “Piggyback Notice”) shall specify offer the Holders the opportunity to include in such Piggy-Back Underwritten Offering such number of shares Registrable Securities as each such Holder may request in writing. Each such Holder shall then have ten (10) Business Days after receiving such notice to request, through a writing to the Company, the inclusion of Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two (2) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon receipt of any such request for inclusion from a Holder received within the specified time, the Company Common Stock (or other securities, as applicable) proposed shall use reasonable best efforts to effect the registration in any registration statement of any of the Holders’ Registrable Securities requested to be registeredincluded on the terms set forth in this Agreement. Prior to the commencement of any “road show,” any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration by giving written notice to the Company of its request to withdraw and such withdrawal shall be irrevocable and, after making such withdrawal, such Holder shall no longer have any right to include Registrable Securities in the proposed date Piggy-Back Underwritten Offering as to which such withdrawal was made.
(b) If the Company does not qualify as a WKSI, (i) the Company shall give each Holder fifteen (15) Business Days’ notice prior to filing a Shelf Registration Statement and, upon the written request of filing of such registration statement with the Commissionany Holder, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a good faith estimate received by the Company of the proposed minimum offering price within ten (10) Business Days of such shares of Company Common Stock (or other securities, as applicable), in each case notice to the extent then known. Subject to Section 4.2(b)Holder, the Company shall include in each such Piggyback Shelf Registration all Registrable Securities held by Demand Shareholders (Statement a “Piggyback Seller”) with respect number of Ordinary Shares equal to which the Company has received written requests (which written requests shall specify the aggregate number of Registrable Securities requested to be disposed included without naming any requesting Holder as a selling shareholder and including only a generic description of by the holder of such Piggyback Seller) for inclusion therein within ten securities (10) days after such Piggyback Notice is received by such Piggyback Seller.
(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s) the Company that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by (i) the Company“Undesignated Registrable Securities”), (ii) other Persons who have sought to have shares of Company Common Stock registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of shares of Company Common Stock (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:
(i) if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) to be sold by the Company as the Company, in its reasonable judgment, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Company Common Stock proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers; or
(ii) if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such number of shares of Company Common Stock (or other securities, as applicable) sought to be registered by each Other Demanding Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Company Common Stock to be sold by the Company and (D) fourth, other shares of Company Common Stock proposed to be sold by any Other Proposed Sellers.
(c) For clarity, in connection with any Underwritten Offering under this Section 4.2 for the Company’s account, the Company shall not be required to include give notice to any Holder in connection with a filing pursuant to Section 2.3(a) unless such Holder provided such notice to the Company pursuant to this Section 2.3(b) and included Undesignated Registrable Securities in the Shelf Registration Statement related to such filing, and (iii) at the written request of a Piggyback Seller Holder given to the Company more than seven (7) Business Days before the date specified in writing by the Company as the Company’s good faith estimate of a launch of a Piggy-Back Underwritten Offering unless (or such Piggyback Seller accepts shorter period to which the terms Company in its sole discretion consents), the Company shall use reasonable best efforts to effect the registration of any of the underwriting Holders’ Undesignated Registrable Securities so requested to be included and shall file a post-effective amendment or, if available, a prospectus supplement to a Shelf Registration Statement to include such Undesignated Registrable Securities as agreed upon between any Holder may request, provided that (a) the Company is actively employing its reasonable best efforts to effect such Piggy-Back Underwritten Offering; and (b) the lead managing underwriter(s)Company shall not be required to effect a post-effective amendment more than two (2) times in any twelve (12) month period.
(c) The Company shall have the right to terminate or withdraw any registration or offering initiated by it under this Section 2.3 before the effective date of such registration or the completion of such offering, which whether or not any Holder has elected to include Registrable Securities in such registration or offering. The expenses of such withdrawn registration or offering shall be borne by the Company in accordance with Section 2.5.
(d) All Holders of Registrable Securities proposing to distribute their Registrable Securities through a Piggy-Back Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company.
(de) IfNotwithstanding any other provision of this Agreement, at any time after giving written notice if the managing underwriter(s) of its intention a Piggy-Back Underwritten Offering determine(s) in good faith that marketing factors require a limitation of the number of shares to register any be underwritten, then the managing underwriter(s) may exclude shares from the Piggy-Back Underwritten Offering, and the number of shares that may be included in the Piggy-Back Underwritten Offering shall be allocated, first to the Company Common Stock and second, to each of the Holders who requested inclusion of their Registrable Securities in such Piggy-Back Underwritten Offering on a pro rata and as converted basis based on the total number of Registrable Securities then held by each such Holder (or other securities, as applicable) as set forth in provided that with respect to a registration statement effected under this Section 4.2 and 2.3 prior to the time F-3 Availability Date, then for the registration statement filed in connection with such Piggyback Registration is declared effectivepurpose of calculating the foregoing pro rata allocation, the Company shall determine for any reason not to register such shares each Ordinary Share issued upon conversion of Company Common Stock (a Preferred C Share or other securities, as applicable), the Company may, at its election, give written notice of such determination to the Piggyback Sellers within five (5) Business Days thereof and thereupon Preferred B Share shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback calculated as if it was two Ordinary Shares).
(f) Not A Demand Registration; provided, that, if permitted pursuant to Section 4.1, the Demand Shareholders may continue the registration as a Demand . Registration pursuant to this Section 2.3 shall not be deemed to be a demand registration as described in Section 2.2 or Section 2.4. Except as otherwise provided herein, there shall be no limit on the terms number of times the Holders may request registration of Registrable Securities under this Section 4.12.3.
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