Underwriting. The right of any such Holder to be included in a registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Messagemedia Inc), Merger Agreement (Softbank Holdings Inc Et Al)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.2(a). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3.2, if the managing underwriter or the Company determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting. If the Company or underwriter limits the number of Registrable Securities from such registration but does not exclude such Registrable Securities entirely, the Company shall so advise all Holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce Holder to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporationIn no event, shall the partners, retired partners and shareholders shares of such Holder, or Registrable Securities to be included in the estates and family members of any such partners and retired partners and any trusts for the benefit of any offering pursuant to this Section 3.2 be reduced below twenty-five percent (25%) of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate total amount of shares carrying registration rights owned by all entities and individuals securities included in such "Holder," as defined in this sentenceoffering.
Appears in 2 contracts
Sources: Investor Rights Agreement (Genelux Corp), Investor Rights Agreement (Genelux Corp)
Underwriting. The If the registration of which HSNS gives notice is for a registered public offering involving an underwriting, HSNS shall so advise the Stockholders as a part of the written notice given pursuant to part (a)(i) above. In such event the right of any such Holder Stockholder to be included in a registration pursuant to this Section 2.6 PARAGRAPH 4.15 shall be conditioned upon such HolderStockholder's participation in such underwriting and the inclusion of such HolderStockholder's Registrable Securities Common Stock in the underwriting to the extent provided herein. All Holders Stockholders proposing to distribute their Registrable Securities Common Stock through such underwriting shall shall, together with HSNS and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by ParentHSNS. Notwithstanding any other provision of the Agreementthis PARAGRAPH 4.15, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Stockholder's Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of , or may exclude Stockholder's Common Stock entirely from such registration and underwriting subject to the terms of any such underwritingthis Section 2.3. HSNS shall so advise all holders of HSNS's securities that would otherwise be registered and underwritten pursuant hereto, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriternumber of shares of such securities, delivered at least twenty (20) business days prior to the effective date of including Stockholder's Common Stock, that may be included in the registration statement. Any Registrable Securities excluded or withdrawn from such and underwriting shall be excluded allocated in the following manner: shares, other than Stockholder's Common Stock and withdrawn from other securities that have contractual rights with respect to registration similar to those provided for in this PARAGRAPH 4.15, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the registrationnumber of shares is still required, the number of Stockholder's Common Stock and other securities that have contractual rights with respect to registration that may be included shall be allocated among the holders thereof in proportion, as nearly as practicable, to the amounts of Stockholder's Common Stock and such other securities held by each such holder at the time of filing the Registration Statement. For purposes of any Holder which such underwriter cutback, all Common Stock and other securities held by any holder that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.also include any
Appears in 2 contracts
Sources: Asset Purchase Agreement (High Speed Net Solutions Inc), Asset Purchase Agreement (High Speed Net Solutions Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.3(a). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 2.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 2.3, if the managing underwriter or Company determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or completely exclude the Registrable Securities and other securities to be distributed through such underwriting; provided, however, that Registrable Securities to be included in such registration may not be limited to less than 30% of the total amount of securities to be included in any registration other than the registration for Company’s initial underwritten public offering of its securities and provided, further that number of shares of Registrable Securities of the Holders to be included in such underwriting shall not be reduced unless all other securities (excluding those held by the Company) are first entirely excluded from the underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of such limitation (or exclusion, if applicable) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated (if applicable) as follows: (i) first to holders of Series AA Preferred, firstSeries BB Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred or Common Stock issued or issuable upon conversion of Series AA Preferred, Series BB Preferred, Series DD Preferred, Series EE Preferred, Series FF Preferred, and Series GG Preferred, (ii) next, to Parent; secondholders of Series CC Preferred (or Common Stock issued or issuable upon conversion of Series CC Preferred) and holders of Converted Preferred Stock, and (iii) then among all other Holders thereof, in each case in proportion, as nearly as practicable, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held to be registered by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any shareholder of Parent (other than a Holder or holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Participating Holder disapproves of the terms of any such underwriting, such Participating Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration. If shares are withdrawn from registration, the Company shall offer to all persons retaining the right to include securities in the registration the right to include additional securities in the registration. For any Holder which is a partnership or corporation, with such shares being allocated among all such Participating Holders in proportion, as nearly as practicable, to the partners, retired partners and shareholders respective amounts of Registrable Securities held by such Holder, or Participating Holders at the estates and family members time of any such partners and retired partners and any trusts for filing the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencestatement.
Appears in 2 contracts
Sources: Investor's Rights Agreement, Investors’ Rights Agreement (Bluearc Corp)
Underwriting. The right If one or more Holders propose to conduct an Underwritten Offering under the Mandatory Registration Statement or the Mandatory Canadian Shelf Prospectus, the Holder holding a majority of any such Holder the Registrable Shares to be included in a registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation sold in such underwriting and Underwritten Offering shall advise PEG Inc. of the inclusion of managing underwriters for such Holder's Registrable Securities in the underwriting to the extent provided hereinproposed Underwritten Offering. All Holders proposing to distribute their Registrable Securities through In such underwriting event, PEG Inc. shall enter into an underwriting agreement in customary form with the managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Article V and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and/or qualification and the disposition of the Registrable Shares included in such Underwritten Offering; provided, however, that PEG Inc. shall not be required to conduct more than three such Underwritten Offerings during any 365 day period; provided, further, that PEG Inc. shall not be required to conduct any such Underwritten Offering unless the anticipated gross proceeds from such Underwritten Offering are at least $25 million; provided, further, that PEG Inc. shall be required to cause appropriate officers of PEG Inc. or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if the Holders participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $75 million; provided, further, that PEG Inc. shall not be required to cause such officers of PEG Inc. or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. Holders proposing to distribute Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting by Parent(including, without limitation, any documents required under the Securities Act or applicable Canadian Securities Laws), and furnish to PEG Inc. such information in writing as PEG Inc. may reasonably request for inclusion in the Mandatory Registration Statement and/or Mandatory Canadian Shelf Prospectus. Notwithstanding any other provision of the this Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Registration Statement or a Mandatory Canadian Shelf Prospectus, if the underwriter determines managing underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in such Underwritten Offering, then the number of managing underwriters may exclude shares that may be (including Registrable Shares) from the Underwritten Offering, and any shares included in the underwriting Underwritten Offering shall be allocated, first, allocated to Parent; second, the Holders to all holders the extent of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number its requested amount of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Shares to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceUnderwritten Offering.
Appears in 2 contracts
Sources: Registration Rights Agreement (Pattern Energy Group Inc.), Registration Rights Agreement (Pattern Energy Group Inc.)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a). If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to Section 2, or if holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Stockholders") request such inclusion, the Holders shall offer to include the securities of such officers, directors and Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The right of any such Holder Holders whose shares are to be included in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all officers, directors and Other Stockholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 2, if the underwriter determines representative advises the Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the securities of the Company held by officers or directors (other than Registrable Securities) of the Company and the securities held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares that may be included in the underwriting registration by each Holder shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of shares originally proposed to be registered by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities held or any other securities excluded from the underwriting by such holders; and third, to any shareholder reason of Parent (other than a holder with registration rights). No such reduction the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder of the Holders or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the effective date underwriter has not limited the number of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall other securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners Company may include its securities for its own account in such registration if the representative so agrees and shareholders if the number of such Holder, or the estates Registrable Securities and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals other securities which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Golden Press Holding LLC), Securities Purchase Agreement (Western Publishing Group Inc)
Underwriting. The right If any of the Transfer Restricted Notes covered by any such Holder Shelf Registration Statement are to be sold in an underwritten offering, the investment banker(s) and manager(s) that will manage the offering will be selected by the Holders of a majority of the then outstanding Transfer Restricted Notes (determined in accordance with Section 9(d)) included in a registration pursuant such offering (after consultation with the Company as to this Section 2.6 shall such selection and upon the written consent of the Company, which consent will not be conditioned upon such Holder's participation in such underwriting and unreasonably withheld or delayed). If requested by the inclusion of such Holder's Registrable Securities in underwriters, the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall Company will promptly enter into an underwriting agreement in customary form reasonably acceptable to the Company with the underwriter or such underwriters selected for such offering, such agreement to contain such representations and warranties by the Company and such other terms and conditions as are customary for underwriting by Parentagreements with respect to secondary offerings, including without limitation, indemnities to the effect and to the extent provided in Section 5 hereof. Notwithstanding any other provision The Holders of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting Transfer Restricted Notes on whose behalf such securities are being distributed shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, party to any shareholder of Parent such underwriting agreement. Such Holders shall not be required by the Company to make any representations or warranties to the underwriters with respect to the Company or the Transfer Restricted Notes (other than a holder that the Holders are conveying such securities free and clear of all pledges, securities interests, liens, charges, encumbrances, agreements, equities, claims and options of whatever nature), and the Holders shall not be required to indemnify the Company or the underwriters (other than with registration rightsrespect to the matters, and to the extent, provided in Section 5). Furthermore, the Company shall make available for inspection by the Holders, any underwriter participating in any disposition pursuant to such Shelf Registration Statement, and any attorney, accountant or other agent retained by the Holders or underwriter, all financial and other records and other information, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibilities. No Holder of Transfer Restricted Notes may participate in any underwritten distribution hereunder unless such reduction shall holder (ia) reduce agrees to sell such Holder's Transfer Restricted Notes on the securities being offered by Parent for its own account to be included basis provided in any underwriting arrangements approved in accordance with the registration terms hereof, and underwriting. If any Holder disapproves (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencearrangements.
Appears in 2 contracts
Sources: Registration Rights Agreement (Trans World Airlines Inc /New/), Registration Rights Agreement (Trans World Airlines Inc /New/)
Underwriting. The If the registration statement under which the Corporation gives notice under this Section 2.3 is for an underwritten offering, the Corporation shall so advise the Holders of Registrable Securities and the Founder. In such event, the right of any such Holder or Founder to be included in a registration pursuant to this Section 2.6 2.3 shall be conditioned upon such Holder's or Founder's participation in such underwriting and the inclusion of such Holder's Registrable Securities or shares of such Founder's Common Stock in the underwriting to the extent provided herein. All Holders Each Holder and Founder proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Corporation. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parentthe Corporation; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Holders on a pro rata basis based on the total number of Registrable Securities held by such holdersthe Holders; third, to the Founder, for an amount of shares not to exceed 150,000 (as adjusted for stock splits and combinations); and thirdfourth, to any shareholder of Parent the Corporation (other than a holder with registration rights)Holder or the Founder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by Parent the Corporation for its own account to be included in the registration and underwriting. If any Holder disapproves , and in no event shall the amount of securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and selling Holders included in the underwriter, delivered at least twenty (20) business days prior to the effective date registration be reduced below 25% of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate total amount of shares carrying registration rights owned by all entities and individuals securities included in such "Holder," as defined registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in this which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling shareholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds of the Registrable Securities proposed to be sold in the offering.
Appears in 2 contracts
Sources: Series E Preferred Stock Purchase Agreement (Adesso Healthcare Technology Services Inc), Investors' Rights Agreement (Adesso Healthcare Technology Services Inc)
Underwriting. The right If the Investor who initiates the registration request under this Section 3.1 (such Investor, the “Initiating Holder”) intends to distribute the Registrable Securities covered by its request by means of any such Holder to be included in an underwriting, then it shall so advise the Company as a registration part of its request made pursuant to this Section 2.6 3.1(a) and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in voting power of the Initiating Holder and other Holders) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Holders representing a majority in voting power of the Registrable Securities requested to be registered. Notwithstanding any other provision of the Agreementthis Section 3.1, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders reduced as required by the underwriter(s) and allocated among the Holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Registrable Securities on a pro rata basis based on according to the total number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder); provided, however, that the number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Investor to be included in such underwriting and registration shall not be reduced unless all other securities (other than Registrable Securities held by Existing Registration Right Holders) are first excluded from the underwriting and registration (including, without limitation, any securities which the Company may seek to include in the underwriting for its own account); provided further, that at least 25% of any Registrable Securities requested by the Investor to be included in such underwriting and underwritingregistration shall be so included. If any Holder the Investor disapproves of the terms of any such underwriting, such Holder the Investor may elect to withdraw therefrom by written notice to Parent the Company and the underwriterunderwriter(s), delivered at least twenty ten (2010) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investor Registration Rights Agreement (Ctrip Com International LTD), Investor and Registration Rights Agreement (China Lodging Group, LTD)
Underwriting. The right If Holders having at least 50% of any such Holder the Registrable Securities ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, the Holders whose shares are to be included in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all other stockholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement and related agreements in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holders and reasonably acceptable to the Company. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as are reasonable and customary for underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution, the provision of opinions of counsel and accountants' letters and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of the Holders. Subject to the foregoing, the Company shall cooperate fully with the Holders and the underwriters in connection with any underwritten offering. Notwithstanding any other provision of the Agreementthis Section 3.2, if the underwriter determines representative of the underwriters advises the Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, any securities to be issued by the Company in such distribution (or contemporaneous distribution other than one covered by Form S-8) shall not be distributed to the extent reasonably required by such limitation. If, after the exclusion of such shares, still further reductions are required, the number of shares that may be included in the underwriting underwritten offering by each Holder shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of Registrable Securities shares held by such holdersHolder), by such minimum number of shares as is necessary to comply with such request; and thirdprovided, to any shareholder that there shall be no reduction in the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be shares included in the registration and underwritingby any Holders until all shares of other stockholders have been excluded from such underwritten offering. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such underwritten offering. If any Holder other stockholder who has requested inclusion in such distribution as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities excluded or The securities so withdrawn shall also be withdrawn from such underwriting shall underwritten offering. If the underwriter has not limited the number of Registrable Securities or other securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners Company and shareholders of such Holder, or the estates officers and family members of any such partners and retired partners and any trusts for the benefit of any directors of the foregoing person shall be deemed to be a single "HOLDER"Company may include its or their securities for its or their own account in such registration, if the representative of the underwriters so agrees and any pro rata reduction with respect to such "Holder" shall be based upon if the aggregate amount number of shares carrying registration rights owned by all entities Registrable Securities and individuals other securities that would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Registration Rights Agreement (Blue Rhino Corp), Registration Rights Agreement (Blue Rhino Corp)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice referred to in Section 5(a)(x). The right of any such Holder to be included in a registration pursuant to this Section 2.6 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 5, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders requesting inclusion in the registration in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company may offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 5(b). If the registration does not become effective due to the withdrawal of Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(B).
Appears in 2 contracts
Sources: Shareholder Rights Agreement (Avanex Corp), Shareholder Rights Agreement (Avanex Corp)
Underwriting. The right If either Purchaser intends to distribute the Registrable Stock covered by its request by means of an underwriting, such Purchaser shall so advise the Company as a part of its request made pursuant to Section 8(b). If officers and directors of the Company holding other securities of the Company or if holders of securities of the Company who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Stockholders") request inclusion in any such Holder underwritten registration, the Purchaser shall offer to be included include the shares of such officers, directors and Other Stockholders in a registration pursuant to the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2.6 shall be conditioned upon such Holder's participation in 8. Each Purchaser requesting such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all officers, directors and Other Stockholders proposing to distribute their Registrable Securities shares through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters representative(s) of the underwriter(s) selected for such underwriting by Parentthe Company and acceptable to such Purchaser. Notwithstanding any other provision of the Agreementthis Section 8.2, if the underwriter determines representatives advise such Purchaser in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the number of shares that may held by such officers, directors and the Other Stockholders shall be included in excluded from such registration to the extent so required by such limitation. No shares so excluded from the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder Purchaser requesting such underwriting or any officer, director or Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementPurchasers. Any Registrable Securities excluded or The shares so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership If the underwriter has not limited the number of shares of Registrable Stock or corporationother shares to be underwritten, the partners, retired partners Company may include shares of Common Stock for its own account in such registration if the representatives so agree and shareholders of such Holder, or if the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount number of shares carrying registration rights owned by all entities of Registrable Stock and individuals other shares which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Purchase Agreement (Discovery Zone Inc), Purchase Agreement (Discovery Zone Inc)
Underwriting. The If the Company intends to distribute the Registrable Securities covered by its registration by means of an underwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 2.5 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. The Company shall, together with all participating Holders and participating Third Party Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the managing underwriter or underwriters selected for such underwriting by the Company. Such underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Holders and Third Party Holders party thereto as are customarily made by issuers to selling stockholders in secondary underwritten public offerings. No Holder or Third Party Holder shall be entitled to participate in such underwritten offering unless such Holder to be or Third Party Holder, as the case may be, completes and executes all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting agreement. Notwithstanding any other provision of this Section 2.5, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a registration pursuant to this Section 2.6 2.5 shall be conditioned upon such Holder's participation advise the Company and the Sponsor Holders that have requested to participate in such underwriting and registration that the inclusion number of securities requested to be included in such Holder's Registrable Securities registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter price, timing or underwriters selected for such underwriting by Parent. Notwithstanding any other provision distribution of the Agreementsecurities offered or the market for the securities offered, if the underwriter determines in good faith that marketing factors require a limitation of then the number of shares to be underwritten, the number of shares Registrable Securities that may be included in the underwriting such registration shall be allocated, (1) first, 100% of the securities that the Company proposes to Parent; sell, (2) second, and only if all the securities referred to all holders of Parent Common Stock in clause (including 1) have been included, the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities that the Sponsor Holders, Management Holders and Temasek Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such Sponsor Holders, Management Holders and Temasek Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by each such holders; Sponsor Holder, Management Holder and Temasek Holder (provided, that any securities thereby allocated to a Sponsor Holder, Management Holder or Temasek Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Sponsor Holders, Management Holders and Temasek Holders in like manner), (3) third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce and only if all the securities being offered referred to in clause (2) have been included, the number of Registrable Securities that the other Holders proposed to include in such registration, which, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such registration, with such number to be allocated pro rata among such other Holders that have requested to participate in such registration based on the relative number of Registrable Securities then held by Parent each such Holder (provided, that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (4) fourth, and only if all of the Registrable Securities referred to in clause (3) have been included in such registration, any other securities eligible for its own account to inclusion in such registration (including those of any Third Party Holder) that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such registration; provided, that notwithstanding the foregoing, the shares of Registrable Securities that may be included in such registration shall be subject to the registration and underwritingPriority Sell-Down. If any Holder disapproves No securities excluded from the underwriting by reason of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded ’s or withdrawn from such underwriting underwriters’ marketing limitation shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceregistration.
Appears in 2 contracts
Sources: Registration Rights Agreement (Dell Technologies Inc), Registration Rights Agreement (Dell Technologies Inc)
Underwriting. The right of any such Holder to be included in a registration pursuant to this Section 2.6 3 shall be conditioned upon such Holder's ’s participation in such the underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated, so limited and shall be allocated first, to Parentthe Company; second, to all holders of Parent if there remains additional availability for additional Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in such offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, and underwritingthird, if there remains availability for additional securities to be included in such offering, pro rata among any other persons who have been granted registration rights, or who have requested participation in the offering. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to . If by the effective date withdrawal of the registration statement. Any such Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount greater number of shares carrying registration rights owned of Registrable Securities held by all entities and individuals other Holders may be included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 3(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Frank's International N.V.), Registration Rights Agreement (Frank's International N.V.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company, but subject to the reasonable approval of Holders holding more than a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of the Agreementthis Section 1.3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocatedallocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration in accordance with Sections 1.3(c) or 1.5 hereof which are not subordinate to the Holders) in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder of Parent (or other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account requested to be included in such registration by such Holders and such other holders; provided, however, in no event shall the amount of Registrable Securities of the Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the underwriters make the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction; provided that in each such case, no shares held by any Holder shall be so excluded from such registration and underwritinguntil all shares proposed to be registered by the Founders or other parties granted registration rights pursuant to Section 1.3(c) hereof are excluded from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter. Any securities withdrawn from such underwriting shall be withdrawn from such registration, delivered at least twenty (20) business days and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holderstatement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 2 contracts
Sources: Rights Agreement (Imanage Inc), Rights Agreement (Imanage Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.5(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3.5 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3.5, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit on a pro rata basis the number of Registrable Securities to be included in such registration and underwriting; provided that there shall first be excluded from such registration all (i) securities sought to be included therein by shareholders exercising any contractual or incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities, and (ii) all Founder Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders (other than Founder Registrable Securities) included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration. Notwithstanding the foregoing, if such offering is the IPO, any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 3.5(b), provided that any and all securities of the Company to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all the Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any shareholder of Parent (other than a Holder or holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationnearest 100 shares. For any Holder which is a partnership partnership, limited liability company or corporation, the partners, retired partners partners, members, retired members and shareholders stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person persons shall be deemed to be a single "HOLDER", “Holder,” and any pro rata reduction with respect to such "Holder" Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," , as defined in this sentence. If any Holder disapproves of the terms of any such underwriting, such Holder shall be excluded therefrom by written notice to the Holder from the Company. Any securities excluded from such underwriting shall be excluded from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto (or one hundred eighty (180) days in the event the registration is an IPO), or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Sources: Members Agreement (Credo Technology Group Holding LTD), Members Agreement (Credo Technology Group Holding LTD)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to subsection 9.6(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 9.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 9.6, if the underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocatedallocated among such Holders, firstdirectors and officers and Other Shareholders in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities and other securities held by such holders; and third, to any shareholder persons at the time of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in filing the registration and underwritingstatement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder party may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Series a Preferred Stock and Warrant Purchase Agreement (Visalia Trust), Series a Preferred Stock and Warrant Purchase Agreement (Telantis Venture Partners v Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the written notice given pursuant to subsection 9.6(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 9.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 9.6, if the underwriter determines in good faith that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: (i) securities (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation, and (ii) if a limitation of the number of shares to be underwrittenunderwritten is still required, the Company shall so advise all Holders of Registrable Securities requesting registration, and the number of shares of Registrable Securities that may be included in the registration and underwriting on behalf of such Holders shall be allocatedreduced as required, firstsuch reduction to be allocated among such Holders in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder persons at the time of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in filing the registration and underwritingstatement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder party may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Series C Preferred Stock Purchase Agreement (Cellomics Inc), Series a Preferred Stock and Warrant Purchase Agreement (Cellomics Inc)
Underwriting. The right If Parent proposes to conduct an Underwritten Offering under the Mandatory Registration Statement, Parent shall advise Enova of any the managing underwriters for such Holder to be included in a registration pursuant to this Section 2.6 shall be conditioned upon proposed Underwritten Offering. In such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting event, Enova shall enter into an underwriting agreement in customary form with the managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Article IV and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and/or qualification and the disposition of the Registrable Shares included in such Underwritten Offering; provided, however, that Enova shall be required to cause appropriate officers of Enova or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering only if Parent and any other Persons, if any, who are participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million; provided, further, that Enova shall not be required to cause such officers of Enova or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. If Parent proposes to distribute its Registrable Shares through such Underwritten Offering, it shall enter into an underwriting agreement in customary form with the managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting (including, without limitation, any documents required under the Securities Act), and furnish to Enova such information in writing as Enova may reasonably request for inclusion in the Mandatory Registration Statement; provided, however, that Parent shall not be required to make any representations or warranties to or agreements with Enova or the underwriters other than representations, warranties, or agreements as are customary and reasonably requested by Parentthe underwriters. Notwithstanding any other provision of the this Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Registration Statement, if the underwriter determines managing underwriters determine in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in such Underwritten Offering, Enova will include in such registration, prior to the inclusion of any other securities, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total maximum number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account requested to be included by Parent, which in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders opinion of such Holder, or the estates and family members of any underwriters can be sold in an orderly manner within such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceprice range.
Appears in 2 contracts
Sources: Registration Rights Agreement (Enova International, Inc.), Registration Rights Agreement (Enova International, Inc.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise BAC as a part of the written notice given pursuant to Section 2.05(b)(i). In such event, the right of any such Holder each of the Holders to be included in a registration pursuant to this Section 2.6 2.05 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holder's Holders' Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with the Company and the Other Shareholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 2.05, if the underwriter such representative determines in good faith that marketing factors (including pricing) require a limitation of on the number of shares to be underwritten, the representative may (subject to the limitations and the allocation priority set forth below) limit the number of Registrable Securities to be included in, or exclude the Registrable Securities from, the registration and underwriting. The Company shall immediately advise all holders of securities of the Company requesting registration of such limitation or exclusion. In the case of a limitation, the number of shares of such securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and Other Shareholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be allocatedreduced, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis (based on the total number of Registrable Securities shares held by each such holders; and thirdHolder), by such minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritinglimitation. If any Holder of the Holders or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (American Beverage Co Ambev), Stock Purchase Agreement (Companhia De Bebidas Das Americas-Ambev)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3.3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that underwriter may be included in limit the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of , or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of any such underwritingthis Section 3.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriternumber of shares of such securities, delivered at least twenty (20) business days prior to the effective date of including Registrable Securities, that may be included in the registration statement. Any Registrable Securities excluded or withdrawn from such and underwriting shall be excluded allocated in the following manner: (i) first, shares, other than Registrable Securities and withdrawn from other securities that have contractual rights with respect to registration similar to those provided for in this Section 3.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the registrationnumber of shares still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included shall be allocated among the Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities held by each such Holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s IPO (as defined below). For purposes of any Holder which such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership partnership, limited liability company or corporation, corporation shall also include any Registrable Securities held by the partners, retired partners and shareholders partners, members, stockholders or affiliated entities of such Holderholder, or the estates and family members of any such partners and partners, retired partners partners, members and any trusts for the benefit of any of the foregoing person Persons, and such holder and other Persons shall be deemed to be a single "HOLDER", “selling holder,” and any pro rata reduction with respect to such "Holder" “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder“selling holder," ” as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth herein, nothing in this Section 3.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting. If any Holder disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Aeglea BioTherapeutics, Inc.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Seller as a part of the written notice given pursuant to Section 7(a). In such event the right of any such Holder Seller to be included in a registration pursuant to this Section 2.6 7 shall be conditioned upon such HolderSeller's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute Seller (together with the Company and any other holders distributing their Registrable Securities securities through such underwriting underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company and reasonably acceptable to the Company and Seller. Notwithstanding any other provision of the Agreementthis Section 7, if the managing underwriter determines in good faith that marketing factors require a limitation of the total number of shares securities proposed to be underwrittensold in the offering is so large as to materially threaten the success of such offering, then the managing underwriter may limit the Registrable Securities to be included in such registration, and shall deliver written notice to the Seller of such limitation specifying the reason for such limitation and the number of shares that Seller may thereafter include in such registration. In such event, the managing underwriter shall first limit or exclude the securities of any securityholder that, at such time, is not a party to a written agreement with the Company that continues to provide for the registration of such Ordinary Shares by the Company and shall thereafter limit or exclude the Registrable Securities and securities proposed to be included in registered for the underwriting shall be allocatedaccount of any securityholder that, firstat such time, is a party to Parent; seconda written agreement with the Company that continues to provide for the registration of such securities by the Company, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on upon the total number amount of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account entitled to be included in the registration owned by each of Seller and underwritingany such securityholder. The Seller hereby acknowledges that the Company may, in connection with any such registration, enter into an appropriate registration rights agreement with its existing Section 13 Filers to permit them to participate in such registration as contemplated by the immediately preceding sentence. If any Holder Seller disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to managing underwriter and the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from reallocated among the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any remaining holders of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon Company's securities in the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencemanner set forth above.
Appears in 2 contracts
Sources: Registration Rights Agreement (Coherent Inc), Registration Rights Agreement (Coherent Inc)
Underwriting. The (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Restricted Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. CHINA GRANITE CORPORATION 4 Subscription Agreement
(ii) Notwithstanding any other provision of the Agreementthis Section 4, if the underwriter managing such public offering determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Restricted Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting, or may exclude Restricted Securities entirely from such registration and underwriting. The Company shall so advise all Holders of Restricted Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Restricted Securities that may be included in the registration and underwriting shall be allocated among Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Restricted Securities held by each of such Holders as of the date of the notice pursuant to Section 4(a)(i) above; provided that the number of shares of Restricted Securities requested to be included in such underwriting shall not be reduced unless all other securities being sold by shareholders other than the Holders are first entirely excluded from the Underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Restricted Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Subscription Agreement (China Granite Corp), Subscription Agreement (China Granite Corp)
Underwriting. The If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the AgreementSection 3, if the underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, and (a) if such registration is the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein, and (b) if such registration is other than the Initial Public Offering, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the securities included therein (based on aggregate market values). The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocatedallocated among all such Holders and Other Shareholders in proportion, firstas nearly as practicable, to Parent; secondthe respective amounts of Registrable Securities and other securities which they had requested to be included in such registration at the time of filing the registration statement, to all holders of Parent Common Stock (including the Major Investors) except that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and thirdany of the Purchasers, to or any shareholder of Parent (other than a holder with registration rights). No such reduction Holder shall (i) reduce be the securities being offered by Parent for its own account last to be included in the registration and underwritinglimited. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Telaxis Communications Corp), Registration Rights Agreement (Millitech Corp)
Underwriting. The right of any such Holder to be included in In the event that a registration pursuant to this Section 2.6 5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 5(a)(i). In such event, the right of any Holder to registration pursuant to Section 5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the a managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 5, if the managing underwriter determines advises the Holders in good faith writing that marketing market factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's market limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration. To facilitate the registration and underwritingallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterother Holders. The Registrable Securities and/or other securities held by such Holder affected shall be withdrawn from registration, delivered at least and such withdrawn Registrable Securities shall not be transferred in a public distribution prior to one hundred twenty (20120) business days prior to after the effective closing date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER"underwriters may require, and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned or as required by all entities and individuals included in such "Holder," as defined in this sentencelaw.
Appears in 2 contracts
Sources: Common Stock and Warrant Purchase Agreement (Oryx Technology Corp), Common Stock and Warrant Purchase Agreement (Oryx Technology Corp)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(A)(1). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Common Stock, in the underwriting case of a Company offering of Common Stock, or Registrable Exchangeable Shares, in the case of an Exchangeco offering of Exchangeable Shares, to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company or Exchangeco, as the case may be, and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company or Exchangeco, as the case may be; provided, however, that no Holder participating in such underwriting shall be required to make any representation or warranty except with respect to such Holder and its intended method of distribution, and that the liability of such Holder shall be limited to an amount equal to the net proceeds from such underwriting received by such Holder. Notwithstanding any other provision of the this Agreement, if the managing underwriter determines in good faith advises the Company or Exchangeco, as the case may be, that marketing factors require a limitation of the number of shares to be underwritten, then the underwriter may exclude some or all Registrable Securities from such registration and underwriting; provided, however, that, subject to the next sentence, any such limitation or "cutback" shall be (i) first applied to all shares proposed to be sold in such offering (other than for the account of the Company or Exchangeco, as the case may be), which are not Registrable Securities or Philips Registrable Securities; (ii) then applied to the Registrable Securities of Holders and Philips Registrable Securities, if applicable. In the event that the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, to be included in a registration shall be limited pursuant to the foregoing, the Company or Exchangeco, as the case may be, shall so advise all Holders and Philips, if applicable, and the number of shares of Registrable Securities and Philips Registrable Securities, if applicable, that may be included in the registration and underwriting shall be allocatedallocated among all Holders and Philips, firstif applicable, in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by and Philips Registrable Securities, if applicable, requested to be included. Notwithstanding the preceding sentence, if such holders; and thirdregistration is a Philips Demand Registration, no Philips Registrable Securities shall be excluded from such registration pursuant to any shareholder of Parent (other than a holder with registration rights)underwriter limitation or cutback unless and until all Registrable Securities have been so excluded from such registration. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriters marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration. To facilitate the registration and underwritingallocation of shares in accordance with the above provisions, the Company or Exchangeco, as the case may be, or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to Parent the Company or Exchangeco, as the case may be, and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred and twenty (120) days after the registrationeffective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. For any Holder which is a partnership or corporation, If by the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," registration (up to the maximum of any limitation then imposed by the underwriter), then the Company or Exchangeco, as defined the case may be, shall offer to all Holders, if any, whose shares have been excluded from the registration by the terms of this Section 1.3(B), the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 1.3(B) up to the limitation then imposed by the underwriter.
Appears in 2 contracts
Sources: Registration Rights Agreement (Furukawa Electric Co LTD), Registration Rights Agreement (JDS Uniphase Corp /Ca/)
Underwriting. The If the registration of which the Company gives ------------ notice is for a registered public offering involving an the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 2.3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 subsection 2.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other shareholders, if any, distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters Underwriter selected for such underwriting by Parentthe Company. Notwithstanding any other provision of this subsection 2.3, after the Agreementfirst sale by the Company of its securities to the public in a firmly underwritten public offering (from which offering any or all shares of Registrable Securities and other shareholders' securities may be excluded by the Underwriter if the Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten), if the underwriter Underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the Underwriter may limit the amount of securities to be included in the registration and underwriting by the Company's shareholders; provided, however, the number of shares to be included in such registration and underwriting by the Holders and other shareholders possessing registration rights shall not be reduced to less than 20% of the aggregate securities included therein without the prior written consent of all of such shareholders requesting inclusion of their shares therein. The number of shares that may be included in the registration and underwriting shall be allocated, first, allocated first among the Holders in proportion to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities then held by each, and thereafter among all other shareholders in proportion, as nearly as practicable, to the respective amounts of securities entitled to inclusion in such registration held by such holders; and third, to any shareholder shareholders at the time of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in filing of the registration and underwritingstatement. If any Holder such shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementUnderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Rights Agreement (Power Integrations Inc), Rights Agreement (Power Integrations Inc)
Underwriting. The (a) If a registration statement with respect to which the Company gives notice under this Section 8 is for an underwritten offering, then the Company shall so advise the Holders in the Piggyback Notice. In such event, the right of any such Holder Holder’s Registrable Securities to be included in a registration pursuant to this Section 2.6 8 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by Parentsuch underwriter or underwriters). Notwithstanding any other provision of the this Agreement, if the underwriter determines managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting (such exclusion, a “Cutback”), and the number of shares that may be included in the registration and the underwriting shall be allocated, firstfirst to the Company, to Parent; and second, to all holders each of Parent Common Stock (including the Major Investors) that have similar piggyback Holders requesting inclusion of their Registrable Securities in such registration rights statement pursuant to this Section 8 on a pro rata basis with any other holders of securities of the Company participating in such registration based on the total number of Registrable Securities then held by each such holdersHolder (calculated on an as-converted basis) and other holders of securities of the Company; and thirdprovided, that the right of the underwriter(s) to any shareholder of Parent exclude shares (other than a holder with registration rights). No such reduction shall (iincluding Registrable Securities) reduce the securities being offered by Parent for its own account to be included in from the registration and underwritingunderwriting as described above shall be restricted so that, subject to the rights of any holders granted registration rights on par with the rights provided for in this Section 8, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder disapproves all the Registrable Securities requested by the Holders have been included, the other shareholders of the terms of Company may include any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationOrdinary Shares on a pro rata basis. For any Holder which that is a partnership or corporationpartnership, the partners, Holder and the partners and retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person Persons, and for any Holder that is a corporation, the Holder and all corporations that are Affiliates of such Holder, shall be deemed to be a single "HOLDER", “Holder,” and any pro rata reduction with respect to such "“Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals Persons included in such "“Holder," ” as defined in this sentence.
Appears in 2 contracts
Sources: Subscription and Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.), Second Lien Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Underwriting. The right If the Holders holding a majority of any such Holder the Registrable Securities to be included in such S-3 Registration so elects, the Company shall use its best efforts to cause such S-3 Registration to be in the form of a registration pursuant to this Section 2.6 firm commitment underwritten offering and the managing underwriter or underwriters shall be conditioned upon selected for such Holder's participation offering by the Holders holding a majority of the Registrable Securities to be included in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting S-3 Registration (which underwriter or underwriters shall be reasonably acceptable to the extent provided hereinCompany). All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with such underwriter. If the underwriter believes that the registration of all or underwriters selected for such underwriting by Parent. Notwithstanding any other provision part of the AgreementRegistrable Securities which the Holders have requested to be included would materially adversely affect the success of such public offering, if then the Company shall be required to include in the underwritten offering, to the extent of the amount that the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that believes may be included in the underwriting shall be allocatedsold without causing such adverse effect, first, all of the Registrable Securities to Parent; secondbe offered for the account of the Holders, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held owned by such holdersHolders; and thirdsecond, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account requested to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationoffering. For any Holder which is a partnership partnership, limited liability company or corporation, the partners, retired partners partners, members, retired members and shareholders stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing person Persons or the Affiliates of such Holder shall be deemed to be a single "HOLDER", “Holder,” and any pro rata reduction with respect to such "“Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“Holder," ” as defined in this sentence.
Appears in 2 contracts
Sources: Registration and Information Rights Agreement (Servicesource International LLC), Registration and Information Rights Agreement (Servicesource International LLC)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 1.3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that underwriter may be included in limit the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of , or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of any such underwritingthis Section 1.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriternumber of shares of such securities, delivered at least twenty (20) business days prior to the effective date of including Registrable Securities, that may be included in the registration statement. Any Registrable Securities excluded or withdrawn from such and underwriting shall be excluded allocated in the following manner: (i) first, shares, other than Registrable Securities and withdrawn from other securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the registrationnumber of shares is still required, the number of securities to be included shall be allocated among the holders of Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 1.3 in proportion, as nearly as practicable, to the amounts of securities held by each such holder at the time of filing the Registration Statement; provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Holders may not be so reduced to less than 25% of the total value of all securities included in such registration except in the Company’s first Qualified Public Offering (as defined below). For purposes of any Holder which such underwriter cutback, all Registrable Securities and other securities held by any holder that is a partnership partnership, limited liability company or corporation, corporation shall also include any Registrable Securities held by the partners, retired partners and shareholders partners, members, stockholders or affiliated entities of such Holderholder, or the estates and family members Family Members (as defined below) of any such partners and partners, retired partners partners, members and any trusts for the benefit of any of the foregoing person persons, and such holder and other persons shall be deemed to be a single "HOLDER", “selling holder,” and any pro rata reduction with respect to such "Holder" “selling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder“selling holder," ” as defined in this sentence.. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Except as specifically set forth herein, nothing in
Appears in 2 contracts
Sources: Investor Rights Agreement, Investor Rights Agreement (Protagonist Therapeutics, Inc)
Underwriting. The If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Subsection II(B)(1)(a). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 II(B) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section II(B), if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that underwriter may be included in limit the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of the securities included in such offering, unless such offering is the initial public offering of the Company's securities, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration and underwriting, the Company shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (Comps Com Inc), Stock and Warrant Purchase Agreement (Comps Com Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.6 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company (or by the holders who have demanded such registration). Notwithstanding any other provision of the Agreementthis Section 1.6, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company’s initial public offering. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any shareholder of Parent (Holder or other than a holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any effective date of the foregoing person registration statement relating thereto (the “Lock-Up Period”); provided, however, that if such registration is not the Company’s initial public offering such Lock-Up Period shall be deemed to be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a single "HOLDER", and any pro rata reduction with respect to such "Holder" longer period in which case the Lock-Up period shall be based upon specified by the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencemanaging underwriter but shall not exceed one hundred eighty (180) days.
Appears in 2 contracts
Sources: Registration Rights Agreement (Strativation, Inc.), Registration Rights Agreement (Strativation, Inc.)
Underwriting. The right If Investor intends to distribute the Registrable Securities covered by its request by means of any such Holder to be included in an underwriting, then it shall so advise the Company as a registration part of its request made pursuant to this Section 2.6 2.4. In the event of an underwritten offering, the right of Investor to include its Registrable Securities in such registration shall be conditioned upon such Holder's Investor’s participation in such underwriting and the inclusion of such Holder's Investor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Investor proposes to distribute their Registrable Securities its securities through such underwriting an underwriting, it shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentit and reasonably acceptable to the Company. Notwithstanding any other provision of the Agreementthis Section 2.4, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise Investor, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all reduced as required by the underwriter(s) and allocated among the holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Registrable Securities on a pro rata basis based on according to the total number of Registrable Securities then held by such holderseach Shareholder requesting registration (including Investor); and thirdprovided, to any shareholder however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and underwritingare held by any other Person, including, without limitation, any Person who is an employee, officer or director of any of the Group Companies. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by written notice to Parent the Company and the underwriterunderwriter(s), delivered at least twenty ten (2010) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities and/or other securities so excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners Investor and shareholders all corporations that are Affiliates of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person Investor shall be deemed to be a single "HOLDER", “Shareholder,” and any pro rata reduction with respect to such "Holder" “Shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder“Shareholder," ” as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (GDS Holdings LTD), Investor Rights Agreement (GDS Holdings LTD)
Underwriting. The right of any such Holder to be included in In the event that a registration pursuant to this Section 2.6 5.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 5.3(a)(i). In such event, the right of any Holder to registration pursuant to Section 5.3 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.3, and the inclusion of such Holder's Registrable Securities Securities, as the case may be, in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders and other holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of the Agreementthis Section 5.3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares Registrable Securities to be underwritten, the underwriters may limit the Registrable Securities to be included in such registration and underwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration, the Company shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration. To facilitate the registration and underwritingallocation of Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of Registrable Securities allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterInitiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least twenty (20) business days and such securities shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 2 contracts
Sources: Registration Rights Agreement (Carrizo Oil & Gas Inc), Registration Rights Agreement (Carrizo Oil & Gas Inc)
Underwriting. The If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 6(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 6, if the managing underwriter determines advises the Company in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of shares that may Registrable Securities to be included in the registration and underwriting shall be allocatedby reducing the number of Registrable Securities included on behalf of the Holders, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro pro-rata basis (or in such other proportions as shall mutually be agreed upon by such Holders), based on the total number of Registrable Securities entitled to registration held by such holders; and thirdeach Holder, to any shareholder but in no event shall the amount of Parent (other than a holder with registration rights). No such reduction shall (i) reduce securities of the securities being offered by Parent for its own account to be Holders included in the registration offering be reduced below ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company, in which case the securities of the Holders can be excluded in their entirety; provided, however, that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering other than for the account of the Company which are not Registrable Securities. The Company shall advise all Holders of Registrable Securities which would otherwise be registered and underwritingunderwritten pursuant hereto of any such limitations. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceregistration.
Appears in 2 contracts
Sources: Stockholders' Rights Agreement (Netflix Com Inc), Stockholders' Rights Agreement (Netflix Com Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 4.1 and the Company shall include such information in the written notice referred to in Section 4.1(a). The right of any such Holder to be included in a registration pursuant to this Section 2.6 4.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting jointly by Parentthe Company and the Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 4.1, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten and so advises the Initiating Holders in writing, then the Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held owned by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be excluded and withdrawn from such registration; provided, however, that, if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation; and, provided further that in the event that the withdrawal of a Holder," as defined , and the subsequent inclusion of additional Registrable Securities by other Holders, results in less than 20% of the Registrable Securities or in an anticipated aggregate offering price to the public of less than ten million dollars ($10,000,000), the Company shall no longer be required to effect such registration pursuant to this sentenceSection 4.1.
6. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Coinstar Inc), Investor's Rights Agreement (Coinstar Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event, the right of any such Holder each of the Holders to be included in a registration pursuant to this Section 2.6 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with the Company and the Other Stockholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3, if the underwriter representative determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, and (x) if such registration is the Initial Public Offering, the representative may, subject to the allocation priority set forth below, exclude from such registration and underwriting all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than twenty-five percent (25%) of the securities included therein. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by Other Stockholders of the Company (other than Registrable Securities, if any are held by such Other Stockholders, and other than securities held by holders (other than Holders) who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and the Demanding Holders shall be allocatedreduced, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis (based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares requested to be included in the registration and underwritingby such Holder), by such minimum number of shares as is necessary to comply with such limitation. If any Holder of the Holders or any Other Stockholder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom without liability to any party by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Registration Rights Agreement (Medicines Co/ Ma), Registration Rights Agreement (Medicines Co/ Ma)
Underwriting. The right of any such Holder to be included in a registration pursuant to this Section 2.6 3 shall be conditioned upon such Holder's ’s participation in such the underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Partnership) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Partnership. Notwithstanding any other provision of the Agreementthis Section 3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares units to be underwritten, the number of shares that may Partnership shall so advise all Holders whose securities would otherwise be included in registered and underwritten pursuant hereto, and the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account requested to be included in the registration and underwriting shall be allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement, or, if so determined by the underwriter, all Registrable Securities shall be excluded from each registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to Parent the Partnership and the underwriter, delivered at least twenty (20) business days prior to . If by the effective date withdrawal of the registration statement. Any such Registrable Securities excluded or withdrawn from such underwriting shall a greater number of Registrable Securities held by other Holders may be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Partnership shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 3(b).
Appears in 2 contracts
Sources: Registration Rights Agreement (Antero Midstream Partners LP), Registration Rights Agreement (Antero Resources Midstream LLC)
Underwriting. The right If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Class A Registrable Securities covered by their request by means of any such Holder to be included in an underwriting, then they shall so advise the Company as a registration part of their request made pursuant to this Section 2.6 2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his, her, or its Class A Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Class A Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Investors holding a majority in interest of the Registrable Securities included in such registration and approved by the Company (such approval not be unreasonably withheld). Notwithstanding any other provision of the Agreementthis Section 2.2, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Class A Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares Class A Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders reduced as required by the underwriter(s) and allocated among the Holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Class A Registrable Securities on a pro rata basis based on according to the total number of Class A Registrable Securities then Outstanding held by such holderseach Holder requesting registration (including the Initiating Holders); and thirdprovided, to any shareholder however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares of Class A Registrable Securities to be included in the such underwriting and registration and underwriting. If any Holder disapproves shall not be reduced unless all other securities of the terms of Company and any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent other Holders requesting registration are first entirely excluded from the underwriting and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementregistration. Any Class A Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investors’ Rights Agreement (Basis Global Technologies, Inc.), Investors’ Rights Agreement (Basis Global Technologies, Inc.)
Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to paragraph 2 hereof and the Company shall include such information in the written notice referred to in Section 2(a)(i). The right of any such Holder to be included in a registration pursuant to this Section 2.6 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder with respect to such participation and inclusion) to the extent provided herein. All A Holder may elect to include in such underwriting all or a part of the Registrable Securities it holds. If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 2, or if Other Shareholders request such inclusion, the Initiating Holders shall, on behalf of all Holders, offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Agreement. The Company shall (together with all Holders, officers, directors and Other Shareholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of the Agreementthis Section 2, if the representative of the underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the securities of the Company held by officers or directors (other than Registrable Securities) of the Company shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Initiating Holders shall so advise all Other Shareholders whose securities would otherwise be included pursuant to the request described herein, and the number of other securities that may be included in the registration and underwriting shall be allocatedallocated among all such Other Shareholders in proportion, firstas nearly as practicable, to Parent; secondthe respective amounts of securities which they had requested to be included. If a limitation of the number of shares is still required, the Initiating Holders shall so advise all Holders whose Registrable Securities would otherwise be included pursuant to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on request described herein, and the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to that may be included in the registration and underwritingunderwriting shall be allocated among all such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which they had requested be included. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities, officer, director or Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to Initiating Holders. The securities held by such person shall then be withdrawn from registration. If the effective date underwriter has not limited the number of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall other securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners Company may include its securities for its own account in such registration if the underwriter so agrees and shareholders if the number of such Holder, or the estates Registrable Securities and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals other securities which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting has not thereby been limited.
Appears in 2 contracts
Sources: Registration Rights Agreement (Telaxis Communications Corp), Registration Rights Agreement (Millitech Corp)
Underwriting. The right of If any such Holder registration under Section 5.13.1 shall be underwritten in whole or in part, the Purchaser may require that any Registrable Securities as to which the Seller exercises registration rights be included in a the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The registration rights granted to the Seller pursuant to this Section 2.6 shall be conditioned upon such Holderthe Seller's participation in such the underwriting and the inclusion of such Holder's the Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders persons proposing to distribute their Registrable Securities common shares through such underwriting shall (together with the Purchaser) enter into an underwriting agreement agreement, which shall be in a customary form form, with the underwriter or underwriters which shall be selected for such underwriting by Parentthe Purchaser (the "Underwriter"). Notwithstanding any other provision of this Section to the Agreementcontrary, if the underwriter Underwriter determines in good faith that marketing factors require a limitation of the number of common shares to be underwritten, the number of shares that Underwriter may be included in limit the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting; provided that the Seller shall be entitled to include a pro rata portion of the Registrable Securities in the registration and underwriting compared to the total number of common shares to be included by other shareholders exercising similar rights. The Purchaser shall advise the Seller as to the number of Registrable Securities which shall be registered and underwritten pursuant hereto as soon as reasonably possible after the Purchaser receives the Registration Election. If any Holder the Seller disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by delivering a written notice to Parent the Purchaser and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementUnderwriter. Any Registrable Securities excluded (whether voluntarily or involuntarily) or withdrawn from such registration and underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed eligible to be a single "HOLDER"included in any subsequent registration and underwriting by the Purchaser as provided in Sections 5.13.1 and 5.13.2, and the Seller shall have the same rights, duties and obligations in any pro rata reduction with respect subsequent registration; provided that the registration statement to such "Holder" shall be based upon filed in connection therewith is to be filed during the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencePiggyback Registration Period.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Bikers Dream Inc), Asset Purchase Agreement (V Twin Holdings Inc)
Underwriting. The right If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of any such Holder to be included in an underwriting, they shall so advise the Company as a registration part of their request made pursuant to this Section 2.6 4 and the Company shall include such information in the written notice referred to in Section 4.1. In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities held by the Initiating Holders and by such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holders representing a majority in interest of the Registrable Securities held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company), provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of the Agreementthis Section 4, if the underwriter determines in good faith advises the Company that marketing factors require a limitation of the number of shares to securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwrittenunderwritten pursuant hereto, that the number of shares that may be included in the underwriting shall be allocated, reduced as required by the underwriter(s) and the Company will include in such registration (i) first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total maximum number of Registrable Securities held by such holders; and thirdrequested to be included therein, to any shareholder pro rata among the respective Holders thereof on the basis of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account amount of Registrable Securities requested to be included in such registration by each such Holder, and (ii) second, the registration and underwriting. If maximum amount of other securities requested to be included therein (including any Holder disapproves by the Company), pro rata among the holders of such other securities on the basis of the terms number of any shares requested to be included in such underwriting, registration by each such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementholder. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership partnership, corporation or corporationlimited liability company, the partners, retired partners partners, members and shareholders of stockholders or such Holder, or the estates and family members of any such partners and retired partners partners, members and any trusts for the benefit of any of the foregoing person persons shall be deemed to be a single "HOLDER", “Holder,” and any pro rata reduction with respect to such "“Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“Holder," ” as defined in this sentence. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may sell securities in such registered underwritten offering if the underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (ChinaEdu CORP)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the holders of Registrable Securities AS A PART OF THE WRITTEN NOTICE given pursuant to Section 3.1.1. In such event the right of any such Holder holder of Registrable Securities subject to be included in a registration pursuant to this Section 2.6 3.1 shall be conditioned upon such Holderholder's participation in such underwriting and the inclusion of such Holderholder's Registrable Securities in the underwriting to the extent provided herein. All Holders holders of Registrable Securities proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the a nationally recognized underwriter or underwriters selected for such underwriting by Parentthe Company (the "Underwriter"). Notwithstanding any other provision of the Agreementthis Section 3.1, if the underwriter Underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting any or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account are entitled to be included in the registration and underwritingunderwriting by persons other than the Company shall be allocated in the following priority: first, among all holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement, and second, among persons not contractually entitled to registration rights under this Agreement. If any Preferred Holder or other stockholder disapproves of the terms of any such underwriting, such Holder holder may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investors' Rights Agreement (Liquor Com Inc), Investors' Rights Agreement (Liquor Com Inc)
Underwriting. The If the registration statement of which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included include Registrable Securities in a registration pursuant to this Section 2.6 2.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the this Agreement, if the underwriter determines managing underwriters advise the Company in good faith writing that marketing factors require a limitation of the number of shares to be underwrittenunderwritten in connection with a registration pursuant to this Section 2.3, the number of shares that may be included in the underwriting shall be allocated, first, to Parentthe Company; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Holders on a pro rata basis based on the total number of Registrable Securities held by such holdersthe Holders; and third, to any shareholder stockholder of Parent the Company (other than a holder with registration rights). No Holder) on a pro rata basis; provided, however, that no such reduction shall (i) reduce the amount of securities being offered by Parent for its own account to be of the selling Holders that are not Founders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and underwritingsuch registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty ten (2010) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership partnership, limited liability company or corporation, the partners, retired partners partners, members, retired members and shareholders stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", “Holder,” and any pro rata reduction with respect to such "“Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“Holder," ” as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (Medallia, Inc.), Investor Rights Agreement (Medallia, Inc.)
Underwriting. The right If the Holders initiating the registration request under this Section 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of any such Holder to be included in an underwriting, then they shall so advise the Company as a registration part of their request made pursuant to this Section 2.6 2.2 and the Company shall include such information in the Request Notice referred to in Section 2.2(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of the Agreementthis Section 2.2, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders reduced as required by the underwriter(s) and allocated among the Holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Registrable Securities on a pro pro-rata basis based on according to the total number of Registrable Securities then outstanding held by such holderseach Holder requesting registration (including the initiating Holders); and thirdprovided, to any shareholder however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than 75% and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and underwritingare held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary. Further, if, as a result of such underwriter cutback, the Holders cannot include in the underwriting all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute the demand Registration to which the Holders are entitled pursuant to this Section 2.2. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to Parent the Company and the underwriterunderwriter(s), delivered at least twenty ten (2010) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership or corporationpartnership, the partners, Holder and the partners and retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single "HOLDER", “Holder,” and any pro pro-rata reduction with respect to such "“Holder" ” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "“Holder," ” as defined in this sentenceherein.
Appears in 2 contracts
Sources: Registration Rights Agreement (Yulong Eco-Materials LTD), Registration Rights Agreement (Yulong Eco-Materials LTD)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to SECTION 5.2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 SECTION 5.2 shall be conditioned upon such Holder's participation in such underwriting underwriting, and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis SECTION 5.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, from such registration. The Company shall advise all Holders, and other holders distributing their securities through such underwriting of any limits imposed on their participation in the underwriting as provided in this SECTION 5.2(b). The number of shares of Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, that may be included in the registration and underwriting in accordance with this SECTION 5.2(b) shall be allocated, first, to Parent; second, to allocated among all the Holders and such other holders of Parent Common Stock (including the Major Investors) that have similar piggyback securities not exercising demand registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingrata. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall continue to be subject to the registrationterms of this Agreement, including SECTION 6 hereof. For Furthermore,
(i) No shareholder of the Company shall be granted any Holder which is a partnership rights superior to those granted to the Preferred Stockholders pursuant to this SECTION 5.2 without the prior consent of more than Fifty-One Percent (51%) of (i) the then outstanding shares of Preferred Stock plus (ii) if some or corporationall of the Preferred has been converted into Common Stock, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect Conversion Stock issued pursuant to such "Holder" shall be based upon conversion and Shares underlying the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceWarrants.
Appears in 2 contracts
Sources: Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc), Investor Rights Agreement (Soligen Technologies Inc)
Underwriting. The If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 2.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their its Registrable Securities through such underwriting shall enter into a custody agreement and power of attorney authorizing the Company to sell the Registrable Securities to be offered by such Holders and to execute on the Holder's behalf an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. If any Holder is or will be unable to deliver any document reasonably required by the underwriters to register such Registrable Securities, then the Company shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, allocated as follows: first, to Parentthe Company for its own account; second, to all the holders under the Company's Registration Rights Agreement, dated as of Parent Common Stock August ____, 1998 (including the Major Investors) that have similar piggyback registration rights "Registration Rights Agreement"), and Holders on a pro rata basis based on the total number of Registrable Securities held by such holderspersons; and third, to any shareholder stockholder of Parent the Company (other than a Holder or a holder with registration rights)under the Registration Rights Agreement) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by Parent the Company for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms In no event will shares of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall other selling stockholder be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in this sentencethe offering.
Appears in 2 contracts
Sources: Investor Rights Agreement (Theglobe Com Inc), Investor Rights Agreement (Theglobe Com Inc)
Underwriting. The right of any such Holder to be included in In the event that a registration pursuant to this Section 2.6 1.3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders by promptly giving written notice of the proposed registration to all other Holders. In such event, the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 1.3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders, as applicable, but subject to the Company's reasonable approval. Notwithstanding any other provision of the Agreementthis Section 1.3, if the managing underwriter determines advises the Initiating Holders, in writing that, in its good faith that judgment, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all participating Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such reduction shall (i) reduce registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities being offered by Parent for its own account (or for the account of other shareholders) in such registration if the underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will not thereby be limited. If the number of Registrable Securities excluded from the underwriting exceeds fifty percent (50%) of the total Registrable Securities requested to be included in such underwriting by the Holders, then Holders of a majority of the Registrable Securities requested to be included in such underwriting may elect to terminate the registration and underwritingunderwriting and such terminated registration shall not count as a registration effected under this Section 1.3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceInitiating Holders.
Appears in 2 contracts
Sources: Securities Rights Agreement (Salon Media Group Inc), Securities Rights Agreement (Salon Media Group Inc)
Underwriting. The right If the Investor intends to distribute the Registrable Securities covered by its request by means of any such Holder to be included in an underwriting, then it shall so advise the Company as a registration part of its request made pursuant to this Section 2.6 2.1 and if an Existing Holder or L ▇▇▇▇▇▇▇▇▇ so intends in its Demand Request, the Company shall include such information in the Request Notice to the Investor referred to in Section 2.1(a). In such event, the right of the Investor to include its Registrable Securities in such registration shall be conditioned upon such Holder's the Investor’s participation in such underwriting and the inclusion of such Holder's the Investor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting The Investor shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Investor and reasonably acceptable to the Company (including a market stand-off agreement of up to 90 days if required by such underwriter or underwriters). Notwithstanding any other provision of the Agreementthis Section 2.1, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company shall so advise the Holders proposing to distribute their Registrable Securities through such underwritten offering, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated, first, reduced as required by the underwriter(s) and allocated among the Holders that request to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights include their Registrable Securities in such underwritten offering on a pro rata basis based on according to the total number of Registrable Securities then outstanding held by each such Holder; provided, however, that the number of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all securities that are not Registrable Securities and are held by any person other than a Holder, including, without limitation, any person who is an employee, officer or director of the Company, the Founder or any of his Affiliates, the Company or any Subsidiary of the Company; provided further, that at least twenty percent (20%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included (to be allocated among such Holders in proportion to the number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rightsthe Holders). No such reduction shall (i) reduce If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities being offered by Parent for its own account to be in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in the such registration and underwritingunderwriting will not thereby be limited. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the underwriterunderwriter(s), delivered at least twenty ten (2010) business days Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (Secoo Holding LTD), Investor Rights Agreement (Qudian Inc.)
Underwriting. The If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holders as a part of the written notice given pursuant to Section 4(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 4 shall be conditioned upon such Holder's ▇▇▇▇▇▇’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their Registrable Securities through such underwriting underwriting, together with the Corporation and the other parties distributing their securities through such underwriting, shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Corporation. Notwithstanding any other provision of the Agreementthis Section 4, if the underwriter determines in good faith underwriters shall reasonably advise the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the Corporation may limit the number of shares Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 4. The Corporation shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated, allocated in the following manner: first, to Parent; the Corporation and second, to all the Holders and other holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Registrable Securities exercising a contractual right pursuant to this Section 4 to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such holderspersons; and thirdprovided, that any Registrable Securities thereby allocated to any shareholder such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other requesting holders of Parent (other than a holder with registration rights)Registrable Securities in like manner. No such reduction shall (i) reduce the securities being offered by Parent the Corporation for its own account to be included in the registration and underwriting. If any Holder disapproves , or (ii) reduce the amount of securities of the terms selling Holders included in the registration to below twenty-five percent (25%) of the total amount of Class A Common Stock included in such registration, unless such offering does not include Class A Common Stock of any such underwritingother selling security holders, such Holder in which event any or all of the Registrable Securities of the Holders may elect to withdraw therefrom be excluded in accordance with the immediately preceding sentence. No securities excluded from the underwriting by written notice to Parent and reason of the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting ’s marketing limitation shall be excluded and withdrawn from the included in such registration. For any Holder which the avoidance of doubt, nothing in this Section 4(b) is a partnership or corporation, intended to diminish the partners, retired partners and shareholders number of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed securities to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon included by the aggregate amount of shares carrying registration rights owned by all entities and individuals included Corporation in such "Holder," as defined in this sentencethe underwriting.
Appears in 2 contracts
Sources: Investment Agreement (GoHealth, Inc.), Registration Rights Agreement (GoHealth, Inc.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders and the Common Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of any such Holder or the Common Holders to be included in a registration pursuant to this Section 2.6 2.2 shall be conditioned upon such Holder's ’s or the Common Holder’s participation in such underwriting and the inclusion of such Holder's Registrable ’s or the Common Holder’s Subject Securities in the underwriting to the extent provided herein. All Holders and the Common Holders proposing to distribute their Registrable Securities securities through such underwriting (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 2.2, if the underwriter determines managing underwriter(s) advise the Company in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, underwritten or the number of shares that may proposed to be included in the underwriting shall be allocatedregistration would reduce the offering price per share, first, the managing underwriter(s) may (subject to Parent; second, to all holders of Parent Common Stock (including the Major Investorslimitations set forth below) that have similar piggyback registration rights on a pro rata basis based on limit the total number of Registrable Subject Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. In such event, the number of shares to be included in the registration and underwriting shall be allocated first to the Company (for up to the full number of shares it desires to sell in such registration and underwriting), second to all Holders who indicated to the Company their decision to distribute any of their Registrable Securities through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Securities owned by such Holders at the time of filing the registration statement (or in such other proportions as shall mutually be agreed to by all such selling Holders), and third to the Common Holders who have indicated to the Company their decision to distribute any of their Subject Securities (not otherwise constituting Registrable Securities) through such underwriting, in proportion, as nearly as practicable, to the number of shares of Subject Securities owned by the Common Holders at the time of filing the registration statement (or in such other proportions as shall mutually be agreed to by all such selling Common Holders). In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. Notwithstanding the foregoing, in no event shall the amount of Securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration and underwriting. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such Holder may elect to withdraw person shall also be excluded therefrom by written notice to Parent and from the underwriter, delivered at least twenty (20) business days prior to Company or the effective date of the registration statementmanaging underwriter(s). The securities so excluded shall also be withdrawn from such registration. Any Registrable Subject Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Investor Rights Agreement (Smith Electric Vehicles Corp.), Investor Rights Agreement (Smith Electric Vehicles Corp.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company, but subject to the reasonable approval of Holders holding a majority of the Registrable Securities to be included in such registration. Notwithstanding any other provision of the Agreementthis Section 1.2, if the managing underwriter determines in its good faith judgment that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. The Company shall so advise all Holders and the number of shares of securities that may be included in the registration and underwriting (other than in behalf of the Company) shall first be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights allocated on a pro rata basis based on among all Holders in proportion to the total number respective amounts of the Registrable Securities held by all Holders and then, if additional Registrable Securities may be included, among all other Holders, in each case in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such holdersHolders; and thirdprovided, however, unless otherwise agreed upon by the holders of a majority of the shares desiring to any shareholder participate in the offering, in no event shall the amount of Parent Registrable Securities of the Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering. No securities of the Company held by parties other than a holder with registration rights). No such reduction the Holders or the Company shall (i) reduce the securities being offered by Parent for its own account to be included in the any registration and underwritingunderwriting to which this Section applies if the number of Registrable Securities that would otherwise have been included in such registration and underwriting will thereby be limited. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Securities Rights Agreement (Salon Media Group Inc), Securities Rights Agreement (Salon Media Group Inc)
Underwriting. The If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a). In such event, the right of any such Holder to be included include such Holder’s Registrable Securities in a registration pursuant to this Section 2.6 such Registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All If Other Stockholders request inclusion of their Securities in the underwriting, the Holders shall offer to include the Securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such Registration and the Company shall (together with all Other Stockholders proposing to distribute their Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holder(s) and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 2(f)(ii) hereof. Notwithstanding any other provision of the Agreementthis Section 2(a), if the representative of the underwriter determines advises the Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the Securities held by Other Stockholders shall be excluded from such Registration to the extent so required by such limitation. If, after the exclusion of such Securities held by Other Stockholders, further reductions are still required, the number of shares that may be Registrable Securities included in the underwriting Registration by each Holder shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of Registrable Securities held by such holders; and thirdHolder), by such minimum number of Registrable Securities as is necessary to any shareholder of Parent (other than a holder comply with registration rights)such request. No such reduction Registrable Securities or any other Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch Registration. If any Holder Other Stockholder who has requested inclusion in such Registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by providing prompt written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior Initiating Holder(s). The Securities so withdrawn shall also be withdrawn from Registration. In addition to the effective date other rights of the registration statement. Any Holders contained herein, if the underwriter has not limited the number of Registrable Securities excluded or withdrawn from such underwriting shall other Securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners Company and shareholders of such Holder, or the estates officers and family members of any such partners and retired partners and any trusts for the benefit of any directors of the foregoing person shall be deemed to be a single "HOLDER", Company may include its or their Securities for its or their own account in such Registration if the representative of the underwriter so agrees and any pro rata reduction with respect to such "Holder" shall be based upon if the aggregate amount number of shares carrying registration rights owned by all entities Registrable Securities and individuals other Securities which would otherwise have been included in such "Holder," as defined in this sentenceRegistration and underwriting will not thereby be limited.
Appears in 2 contracts
Sources: Registration Rights Agreement (Nyfix Inc), Securities Purchase Agreement (Nyfix Inc)
Underwriting. The right If any of the Transfer Restricted Notes covered by any such Holder Shelf Registration Statement are to be sold in an underwritten offering, the investment banker(s) and manager(s) that will manage the offering will be selected by the Holders of a majority of the then outstanding Transfer Restricted Notes (determined in accordance with Section 9(d)) included in a registration pursuant such offering (after consultation with the Company as to this Section 2.6 shall such selection and upon the written consent of the Company, which consent will not be conditioned upon such Holder's participation in such underwriting and unreasonably withheld or delayed). If requested by the inclusion of such Holder's Registrable Securities in underwriters, the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall Company will promptly enter into an underwriting agreement in customary form reasonably acceptable to the Company with the underwriter or such underwriters selected for such offering, such agreement to contain such representations and warranties by the Company and such other terms and conditions as are customary for underwriting by Parentagreements with respect to secondary offerings, including without limitation, indemnities to the effect and to the extent provided in Section 5 hereof. Notwithstanding any other provision The Holders of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting Transfer Restricted Notes on whose behalf such securities are being distributed shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, party to any shareholder of Parent such underwriting agreement. Such Holders shall not be required by the Company to make any representations or warranties to the underwriters with respect to the Company or the Transfer Restricted Notes (other than a holder that the Holders are conveying such securities free and clear of all pledges, securities interests, liens, charges, encumbrances, agreements, equities, claims and options of whatever nature), and the Holders shall not be required to indemnify the Company or the underwriters (other than with registration rightsrespect to the matters, and to the extent, provided in Section 5). No Furthermore, the Company shall make available for inspection by the Holders, any underwriter participating in any disposition pursuant to such reduction shall (i) reduce the securities being offered Shelf Registration Statement, and any attorney, accountant or other agent retained by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves or underwriter, all financial and other records and other information, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibilities. No Holder of Transfer Restricted Notes may participate in any underwritten distribution hereunder unless such holder (a) agrees to sell such Holder's Transfer Restricted Notes on the basis provided in any underwriting arrangements approved in accordance with the terms hereof, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencearrangements.
Appears in 2 contracts
Sources: Registration Rights Agreement (Trans World Airlines Inc /New/), Registration Rights Agreement (Trans World Airlines Inc /New/)
Underwriting. The right If a Requestor initiates the registration request under this Section 2.2 and intends to distribute the Registrable Securities covered by its request by means of any such Holder to be included in an underwriting, then the Requestor shall so advise the Company as a registration part of its request made pursuant to this Section 2.6 2.2. In such event, the right of the Selling Shareholders to include their Registrable Securities in such registration shall be conditioned upon such Holdereach Selling Shareholder's participation in such underwriting and the inclusion of such Holder's their Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If the Requestor proposes to distribute their Registrable Securities its securities through such underwriting underwriting, each Selling Shareholder shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company and the Requestor. Notwithstanding any other provision of the Agreementthis Section 2.2, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwrittenunderwritten then the Company shall so advise the Selling Shareholders, and the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to Parent; the Requestor, and second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis Selling Shareholders based on the total number relative proportion of Registrable Securities held by shares of all such holders; Selling Shareholders requested to be so registered, and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingCompany. If any Holder a Selling Shareholder disapproves of the terms of any such underwriting, such Holder the Selling Shareholder may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty ten (2010) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Futurelink Corp), Registration Rights Agreement (Lynch Interactive Corp)
Underwriting. The If a Financial Investor Holder delivering a Restricted Shelf Take-Down Notice or a Marketed Take-Down Notice intends to distribute the Registrable Securities in such Shelf Take-Down by means of an underwritten offer, it shall so advise the Company and the Eligible Take-Down Holders in such Restricted Shelf Take-Down Notice or the Company in such Marketed Take-Down Notice, as applicable (and, in the case of a Marketed Take-Down Notice, the Company shall include such information in the written notice referred to in Section 5.2(d)(iii)(A)). In such event, the right of any such Shelf Holder to be included participate in a registration such Shelf Take-Down pursuant to this Section 2.6 5.2(d) shall be conditioned upon such Shelf Holder's ’s participation in such underwriting and the inclusion of such Shelf Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All The Sponsors (and if the Financial Investor Holder initiating such offering is an Blue Spectrum Holder or a GIC Holder, such Holder) will cooperate in good faith to mutually select the underwriter or underwriters for such offer; provided that, a Sponsor will not be entitled to participate in the selection of the underwriter or underwriters unless the Restricted Take-Down Selling Holders include at least one member of such Sponsor’s Sponsor Investor Group. The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their Registrable Securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the such underwriter or underwriters selected for underwriters, and each Shelf Holder participating in such underwriting by Parentshall perform its obligations under such underwriting agreement. Notwithstanding any other provision of the Agreementthis Section 5.2(d), if the underwriter determines or underwriters shall advise the Company and the Financial Investor Holders participating in good faith such Shelf Take-Down that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of shares Shares to be underwritten, then the Company shall so advise all Shelf Holders participating in such Shelf Take-Down pursuant to this Section 5.2(d), and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated, allocated in the following manner: first, to Parent; second, to all holders of Parent Common Stock (including among the Major Investors) that have similar piggyback registration rights Shelf Holders participating in such Shelf Take-Down on a pro rata basis based on the total number of Registrable Securities held by such holders; Holders, and thirdsecond, among any Third Party Shelf Holders that are exercising a contractual or other right to any shareholder dispose of Parent (other than Shares in such underwriting thereof and the Company on a holder with registration rights)pro rata basis based on the total number of Shares held by such Third Party Shelf Holders or proposed to be offered by the Company. No such reduction Registrable Securities or other Shares excluded from the underwriting by reason of the underwriter’s marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 2 contracts
Sources: Stockholders Agreement (PPD, Inc.), Stockholders Agreement (PPD, Inc.)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders and the Founder as a part of the written notice given pursuant to Section 4.2(a)(i). In such event the right of any such Holder or the Founder to be included in a registration pursuant to this Section 2.6 4.2 shall be conditioned upon such Holder's or Founder's participation in such underwriting and the inclusion of such Holder's Registrable Securities or shares of such Founder's Common Stock in the underwriting to the extent provided herein. All Holders Each Holder and Founder proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 4.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that underwriter may be included in limit the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder shares of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Common Stock to be included in the registration and underwriting. If any Holder disapproves underwriting to (i) in the case of the terms first underwritten public offering of the securities of the Company, any amount that the underwriter may determine, or (ii) in the case of any registration subsequent to the first underwritten public offering of the securities of the Company, to not less than twenty percent (20%) of the total securities covered by the registration. The Company shall so advise all Holders and the Founder (except with respect to each of those Holders or the Founder who has indicated to the Company its decision not to distribute any of its Registrable Securities or Common Stock through such underwriting), such Holder may elect to withdraw therefrom by written notice to Parent and the underwriternumber of shares of Registrable Securities and Common Stock that may be included in anythe registration and underwriting INITIATED (i) BY THE COMPANY FOR ITS OWN ACCOUNT, delivered at least twenty (20II) business days prior PURSUANT TO A REQUEST MADE UNDER SECTION 4.3, OR (iii) PURSUANT TO A DEMAND MADE BY ANY PERSON OTHER THAN A PARTY TO THE WARRANT RIGHTS AGREEMENT shall be allocated in proportion, as nearly as practicable, to the effective date respective amounts of Registrable Securities owned by the Holders, and the number of shares of Common Stock held by the Founder AND THE NUMBER OF WARRANT SHARES OWNED BY THE HOLDERS THEREOF COVERED BY THE WARRANT RIGHTS AGREEMENT at the time of filing the registration statement. Any Registrable Securities ; provided, however, that if the underwriter limits the number of shares of Common Stock held by the Founder to be included in the registration, such number of shares to be excluded or withdrawn from such underwriting the registration shall be excluded and withdrawn from reallocated to the registrationHolders AND THE HOLDERS OF THE WARRANT SHARES. For any Holder which is a partnership or corporationIN CONNECTION WITH ANY REGISTRATION MADE PURSUANT TO A DEMAND MADE UNDER THE WARRANT RIGHTS AGREEMENT, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceTHE HOLDERS AND THE FOUNDER SHALL BE CUT BACK PRIOR TO ANY CUT BACK OF THE HOLDERS UNDER THE WARRANT RIGHTS AGREEMENT.
Appears in 2 contracts
Sources: Investor's Rights Agreement (Coinstar Inc), Investor's Rights Agreement (Coinstar Inc)
Underwriting. If the Holders requesting a registration under Section 1.2 (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to subsection 1.2(a) and the Company shall include such information in the written notice referred to in subsection 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders requesting such registration and shall be reasonably acceptable to the Company. In such event, the right of any such Holder to be included include its Registrable Securities in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in subsection 1.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. The underwriting agreement will contain customary indemnification provisions restricting liability of the Holders to liabilities arising from any written information provided by Parentthe amount of such Holder to the Company expressly for inclusion in the Registration Statement and limiting such liability to the net proceeds from the offering actually received by such Holder. Notwithstanding any other provision of the Agreementthis Section 1.2, if the underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocatedallocated among all Holders thereof, first, to Parent; second, to all holders of Parent Common Stock (including the Major InvestorsInitiating Holders, in proportion (as nearly as practicable) that have similar piggyback registration rights on a pro rata basis based on to the total number amount of Registrable Securities held of the Company owned by such holderseach Holder; and thirdprovided, to any shareholder however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares of Registrable Securities to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be reduced unless all other securities are first entirely excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriting.
Appears in 1 contract
Underwriting. The right of any such Holder to be included in a registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Purchasers proposing to distribute their Registrable Securities securities through an underwritten offering pursuant to this Agreement shall (together with the Company and the other Purchasers distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section ý1.9, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or exclude the Registrable Securities to be included in such registration; provided that the securities to be included will be allocated according to the following priority:
(i) first, the securities that the Company proposes to sell, if any;
(ii) second, the securities to be included with registration rights that by their terms rank senior to the Series A Preferred Stock, if any;
(iii) third, the Registrable Securities held by (A) the Purchasers and (B) any other security holders who are participating in such registration with registration rights on parity to the Purchasers, allocated pro rata among the respective holders thereof on the basis of the number of shares of Common Stock owned by each such holder (on a fully diluted and as converted basis); and
(iv) fourth, the securities requested to be included therein by all other holders of the Company’s capital stock, allocated among such holders in such manner as they agree. The Company shall so advise all Purchasers requesting to include Registrable Securities in the registration and underwriting and the number of shares of Registrable Securities that may be included in the registration, and underwriting shall be allocatedbe, firstsubject to the preceding paragraph, to Parent; second, to allocated among all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Purchasers requesting to be included in the registration and underwritingunderwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by them at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Purchaser to the nearest 100 shares. If any Holder Purchaser disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior Company shall offer to the effective date of all Purchasers who have retained rights to include securities in the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, right to include additional securities in the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon registration in the aggregate amount equal to the number of shares carrying registration rights owned by all entities and individuals included so withdrawn, with such shares to be allocated among such Purchasers in such "Holder," as defined in accordance with this sentenceSection 1.9(b).
Appears in 1 contract
Underwriting. If the Holders intend to distribute the Demand Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice referred to in Section 5(a)(x). The right of any such Holder to be included in a registration pursuant to this Section 2.6 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Demand Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders) to the extent provided herein. All A Holder may elect to include in such underwriting all or part of the Demand Registrable Securities he holds. The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Holders. Notwithstanding any other provision of the Agreementthis Section 5, if the managing underwriter determines advises the Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares of Demand Registrable Securities and other securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders requesting inclusion in the registration in proportion, firstas nearly as practicable, to Parent; second, to all holders the respective amounts of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Demand Registrable Securities and other securities held by such holders; and thirdHolders at the time of filing the registration statement, to any shareholder provided however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares of Restricted Securities to be included in such Underwriting shall not be reduced unless all other securities are first entirely excluded from the registration Underwriting. No Demand Registrable Securities and underwritingother securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder of Demand Registrable Securities and other securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementother Holders. Any The Demand Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Demand Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Demand Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Demand Registrable Securities in the registration the right to include additional Demand Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 5(b). If the registration does not become effective due to the withdrawal of Demand Registrable Securities, then either (1) the Holders requesting registration shall reimburse the Company for expenses incurred in complying with the request or (2) the aborted registration shall be treated as effected for purposes of Section 5(a)(B) except in the event that such withdrawal is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 5, in which event such registration shall not be treated as a counted registration for purposes of Section 5(a)(B) hereof, even though the Holders do not bear the Registration Expenses for such registration.
Appears in 1 contract
Underwriting. The If the registration of which Issuer gives notice is for a registered public offering involving an underwriting, Issuer shall so advise the Holders as a part of the written notice given pursuant to Section 1.5(b)(i)(A). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.5(b) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with Issuer and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by ParentIssuer. Notwithstanding any other provision of the Agreementthis Section 1.5(b), if the managing underwriter determines in good faith that marketing factors require make advisable a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration. Issuer shall so advise all Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, Issuer may round the number of shares allocated to any Holder or other shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder or other shareholder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by written notice to Parent Issuer and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the registration. For any Holder which is a partnership or corporation, effective date of the partners, retired partners and shareholders of such Holderregistration statement relating thereto, or such other shorter period of time as the estates and family members underwriters may require. Issuer may include shares of any such partners and retired partners and any trusts for common stock held by shareholders other than Holders in a registration statement pursuant to this Section 1.5(b) to the benefit of any of extent that the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included Registrable Securities otherwise includible in such "Holder," as defined in this sentenceregistration statement would not thereby be diminished.
Appears in 1 contract
Sources: Securities Purchase Agreement (Genesisintermedia Com Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 2.2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 2.2 shall be conditioned upon such Holder's participation in such underwriting underwriting, and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of anything herein to the Agreementcontrary, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number managing underwriter may limit some or all of shares the Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting, and the number of Registrable Securities that may be included in the registration and underwriting by the Holders shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each Holder, at the time of filing the registration statement; PROVIDED that the number of the Registrable Securities requested to be included in such registration shall be reduced only after (i) first, all securities held by holders of the Company's securities whose rights to distribute such securities through such underwriting are junior to those of the Holders and Additional Holders (defined below) have been eliminated from such registration and (ii) second, all securities held by Additional Holders of the Company's securities whose rights to distribute such securities through such underwriting are pari passu to those of the Holders (as determined in accordance with Section 2.3 below) have been proportionately reduced in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any Holder to the nearest one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business not less than seven days prior to before the effective date of the registration statementdate. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded withdrawn from such registration, and shall be withdrawn from the registration. For any Holder which is market for a partnership or corporation, period of one hundred twenty (120) days after the partners, retired partners and shareholders effective date of such Holderthe registration statement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to Section 1.2 and the Corporation shall include such information in the written notice referred to in subsection 1.2(a)(i). The right of any such Holder to be included in a registration pursuant to this Section 2.6 1.2 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least a majority-in-interest of the Initiating Holders and such Holder) to the extent provided herein. All The Corporation shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentat least majority-in-interest of the Initiating Holders, provided, however, that the managing underwriter shall be approved by the Corporation, which approval shall not be unreasonably withheld. Notwithstanding any other provision of the Agreementthis Section 1.2, if the underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights)Holders. No such reduction shall (i) reduce the securities being offered by Parent for its own account The shares to be included in registered by Holders of Registrable Securities will be reduced only after the registration and underwritingother shareholders’ shares are reduced, if applicable. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Corporation, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter’s marketing limitation or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporationIf the underwriter has not limited the number of Registrable Securities to be underwritten, the partnersCorporation, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any employees of the foregoing person shall be deemed to be a single "HOLDER", Corporation and any pro rata reduction with respect to other holders of the Corporation’s Common Stock may include securities for its (or their) own account in such "Holder" shall be based upon registration if the aggregate amount underwriter so agrees and if the number of shares carrying registration rights owned by all entities and individuals Registrable Securities which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited by the underwriter.
Appears in 1 contract
Underwriting. The If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Corporation as a part of their request made pursuant to Section 3.1(b) and the Corporation shall include such information in the written notice referred to in Section 3.1(b)(i). In such event, the right of any such Holder or the Corporation to be included in a registration pursuant to this Section 2.6 3.1 shall be conditioned upon the participation of such Holder's participation Holder or the Corporation, as the case may be, in such underwriting and the inclusion of such Holder's Registrable Securities (or the Company Securities) in the underwriting to the extent provided herein. All The Corporation shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders; provided, that such underwriters shall each be a nationally recognized and reputable investment banking firm. Notwithstanding any other provision of the Agreementthis Section 3.1, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors indicate that an underwriting of Registrable Securities would not be successful at such time or require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise the Corporation and all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares that may be included in the underwriting registration and underwriting, if any, shall be allocated, firstfirst by reducing (and finally eliminating, if necessary) the Company Securities to be included in such underwriting, and second, by allocating among the Holders of Registrable Securities requesting registration in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in filing of the registration and underwritingstatement; PROVIDED, that the Corporation shall not proceed with any registration pursuant to this Section 3.1 of fewer than the minimum number of Registrable Securities required to commence such registration pursuant to Section 3.1(b); PROVIDED, FURTHER that no registration so discontinued shall diminish the number of registrations to which the Holders are entitled pursuant to this Section 3.
1. If any Holder or the Corporation disapproves of the terms of any such the underwriting, such Holder it may elect to withdraw therefrom by written notice to Parent the Corporation (in the case of a withdrawal by a Holder), the underwriters and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceregistration.
Appears in 1 contract
Sources: Stockholders Agreement (Orbitz Inc)
Underwriting. The If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 5.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of shares that may Registrable Securities to be included in the registration and underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of the Registrable Securities entitled to registration held by the Holders, provided that no such reduction shall be -------- made with respect to securities being offered by the Company for its own account; provided further that all other shares of Common Stock held by all ---------------- parties, other than the Holders, shall be excluded before the exclusion of any shares of Registrable Securities held by such holders; and third, the Holders who desire to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be have their shares included in the registration and underwritingoffering. The Company shall advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto of any such limitations, and the number of shares of Registrable Securities that may be included in the registration. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceregistration.
Appears in 1 contract
Underwriting. The If the registration of which the Company gives notice ------------ is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.3(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 1.3, if the underwriter determines representative of the underwriters advises the Company in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the number of shares that representative may be included in (subject to the underwriting shall be allocatedlimitations set forth below) exclude all Registrable Securities from, first, to Parent; second, to all holders of Parent Common Stock (including or limit the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held to be included in, the registration and underwriting, provided that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities proposed to be registered by such holders; and thirdshareholders of the Company are first entirely excluded from the underwriting. If the registration is the first Company-initiated registered offering of the Company's securities to the general public, the Company may limit, to any shareholder the extent so advised by the underwriters, the amount of Parent securities (other than a holder with registration rights). No such reduction shall (iincluding Registrable Securities) reduce the securities being offered by Parent for its own account to be included in the registration by the Company's shareholders (including the Holders), and such securities shall be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder, or the Company may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration; provided, however, that the number of Registrable Securities to be included in such registration shall not be reduced unless all other securities proposed to be registered are first excluded from the underwriting. If such registration is the second or any subsequent Company- initiated registered offering of the Company's securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company's shareholders (including the Holders); provided, however, that the aggregate value of Registrable Securities to be included in such registration may not be so reduced to less than twenty-five percent (25%) of the total value of all securities included in such registration, to be apportioned pro rata among the holders of Registrable Securities according to the total amount of securities entitled to be included therein owned by each holder of Registrable Securities; provided, however, that the number of Registrable Securities to be included in such registration shall not be reduced unless all other securities proposed to be registered are first excluded from the underwriting. If any Holder disapproves of person does not agree to the terms of any such underwriting, such Holder may elect to withdraw he shall be excluded therefrom by written notice to Parent and from the Company or the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration. If shares are so withdrawn from the registration. For any Holder which is a partnership registration or corporation, if the partners, retired partners and shareholders number of such Holder, or the estates and family members shares of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed Registrable Securities to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," registration was previously reduced as defined a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in this sentencethe registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn.
Appears in 1 contract
Sources: Investors' Rights Agreement (Egain Communications Corp)
Underwriting. (a) The distribution of the Registrable Securities covered by the registration on Form S-3 shall be effected by means of the method of distribution selected by the Holders holding a majority of the Registrable Securities covered by such registration. If such distribution is effected by means of an underwriting, the right of any such Holder to be included in a registration pursuant to this Section 2.6 Article 4 shall be conditioned upon such Holder's participation in such underwriting underwriting, if any, and the inclusion of such Holder's Registrable Securities in such underwriting.
(b) If the underwriting distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting, the extent provided herein. All Company (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting underwriting) shall enter into an underwriting agreement in customary form with the a managing underwriter or underwriters of nationally recognized standing selected for such underwriting by Parenta majority in interest of the Holders requesting registration on Form S-3 and approved by the Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of the Agreementthis Article 4, if the managing underwriter determines advises the Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the underwriters may exclude some or all of the shares requested to be included in such registration subject to the provisions of Section 4.3; PROVIDED, HOWEVER, the number of shares of Registrable Securities registered in such offering shall not be reduced to less than forty percent (40%) of the total number of shares of securities registered in such offering. The number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration.
(c) If the registration distribution of the Registrable Securities pursuant to this Section 4.2 is effected by means of an underwriting and underwriting. If if any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementHolders. Any The Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 4.2(c).
Appears in 1 contract
Sources: Registration Rights Agreement (Teletrac Holdings Inc)
Underwriting. The right If the Holders of any such Holder Investors' Registrable Securities initiating the registration request under this Section 2.2 or 2.4 ("Initiating Holders") intend to be included in distribute the Investors' Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a registration part of their request made pursuant to this Section 2.6 2.2 or 2.4, as the case may be, and the Company shall include such information in the written notice referred to in subsection 2.2(a) or 2.4(a), as the case may be. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company and a majority in interest of the Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 2.2 or Section 2.4, if the underwriter determines underwriter(s) advise(s) the Company in good faith writing that marketing factors require a limitation of the number of shares securities to be underwrittenunderwritten then the Company shall so advise all Holders of Registrable Securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares Registrable Securities that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders reduced as required by the underwriter(s) and allocated among the Holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Registrable Securities on a pro rata basis based on according to the total number of Registrable Securities then outstanding held by such holderseach person requesting registration (including the Initiating Holders); and thirdprovided, to any shareholder however, that the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all securities proposed to be registered for the registration and underwriting. If any Holder disapproves account of the terms of any such Company are first entirely excluded from the underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which MAXIMUM NUMBER OF DEMAND REGISTRATIONS. The Company is a partnership or corporation, the partners, retired partners and shareholders of obligated to effect only two (2) such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed registrations pursuant to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceSection 2.2.
Appears in 1 contract
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.6(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3.6, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or exclude the Registrable Securities and other securities to be distributed through such underwriting. The Company shall so advise all Holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration (and underwriting if any) shall be allocatedallocated among all Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held requested by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Holders to be included in such Registration Statement. No Registrable Securities excluded from the registration underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or Holders to the nearest 100 shares. In no event shall the number of Registrable Shares underwritten in an offering be limited unless and underwritinguntil all shares held by persons other than the holders of the Registrable Shares and the Company are completely excluded from such offering. If any Holder disapproves or Holders disapprove of the terms of any such underwriting, such Holder or Holders may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the registration. For any Holder which is a partnership or corporation, effective date of the partners, retired partners and shareholders of such Holderregistration statement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Sources: Investors' Rights Agreement (Third Wave Technologies Inc /Wi)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 2(b)(i)(A). In such event, the right of any such Holder each of the Holders to be included in a registration pursuant to this Section 2.6 2(b) shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holder's Holders' Registrable Securities in the underwriting to the extent provided herein; provided, however, that the Investors shall not be required to participate in such underwriting if the Investors notify the Company that they are seeking registration of their shares solely to enable a distribution of such shares to their partners or their Affiliates' partners. All The Holders proposing whose shares are to distribute be included in such registration (other than the Investors, if the Investors elect not to participate in such underwriting) shall (together with the Company and the Other Stockholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 2(b), if the underwriter such representative determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less than fifty percent (50%) of the shares included therein (based on the number of shares). The Company shall immediately advise all holders of securities of the Company requesting registration of such limitation, and the number of shares of such securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders shall be allocatedreduced, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis (based on the total number of Registrable Securities shares held by such holders; and thirdHolder), by such minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritinglimitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein, including, without limitation, the agreement to any lock-up agreement required by the underwriter or underwriters selected for underwriting by the Company. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such under writer, provided that such underwriting by Parentagreement shall not provide for indemnification or contribution obligations on the part of Holders greater than the obligations of the Holders pursuant to Section 6. Notwithstanding any other provision of the Agreementthis Section 3, if the underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Company will cause to be included in such registration to the extent of such limitation on the number of shares to be underwritten, first, the securities being sold by the Company, second, all securities proposed to be registered in such offering by the Company for the accounts of Other Shareholders if such securities must be included prior to the Registrable Securities to prevent a breach of any applicable registration rights agreement between the Company and underwritingsuch Other Shareholders, but only in such amount and to the extent required by such agreement and third, the Registrable Securities proposed to be registered in such offering by the Holders of such Registrable Securities and all such other securities proposed to be registered in such offering by the Company for the accounts of each Other Shareholder (not included in those securities to be registered pursuant to clause second above), pro rata among the Holders of such Registrable Securities and all such Other Shareholders on the basis of the number of securities requested to be included by such Holders and such Other Shareholders. If any Holder of Registrable Securities or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business underwriter no later than ten days prior to the expected effective date of the relevant registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2(a). If Other Stockholders request inclusion in such registration, then the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The right of any such Holder Holders whose shares are to be included in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all Other Stockholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of the Agreementthis Section 2(a), if the underwriter determines representative advises the Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares that may be included in the underwriting registration by each Holder shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of Registrable Securities shares held by such holders; and thirdHolder), by such minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights)such request. No such reduction Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriterInitiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, delivered at least twenty (20) business days prior to then the effective date Company and officers and directors of the Company may include its or their securities for its or their own account in such registration statement. Any if the representative so agrees and if the number of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder other securities which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 1 contract
Sources: Registration Rights Agreement (Claridge Israel LLC)
Underwriting. The right Initiating Holders shall distribute the Registrable Securities covered by their request by means of any an underwriting (which underwriter shall be selected by the Company and reasonably acceptable to the Initiating Holders). If holders of Common Stock other than Registrable Securities who are entitled, by virtue of agreements with the Company, to have Common Stock included in such Holder a registration (the "Other Shareholders") request such inclusion, the securities of such Other Shareholders shall be included in the underwriting subject to the applicable provisions of this Section 3. The Holders whose shares are to be included in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all Other Shareholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Company and reasonably acceptable to the Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 3(b), if the underwriter determines representative advises the Holders or the Company in good faith writing that (i) marketing factors require a limitation of on the number of shares to be underwrittenunderwritten or (ii) the inclusion of shares held by officers and directors of the Company in the offering could, in the representative's best judgment, materially reduce the offering price per share, then, in the case of 10 13 the preceding clause (i), the Common Stock held by Other Shareholders shall be excluded from such underwriting to the extent so required by such limitations and, in the case of the preceding clause (ii), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent advised by the representative. If, after the exclusion of such shares, further reductions are required to meet the limitation on the number of shares to be underwritten as advised by the representative, the number of shares that may be included in the underwriting by each Holder requesting inclusion in the registration shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of Registrable Securities shares held at such time by the respective Holders requesting inclusion in such registration) by such holders; and third, minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritinglimitation. If any Holder Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriterInitiating Holders. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, delivered at least twenty (20) business days prior to the effective date Company may include its securities for its own account in such registration if the representative so agrees and if the number of the Registrable Securities and other securities which would otherwise have been included in such registration statementand underwriting will not thereby be limited. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceregistration.
Appears in 1 contract
Underwriting. The right If the registration of any such Holder to be included in which the Company gives notice ------------ is for a registration registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 2.6 4.2(a) hereof. In such event, the right of any Holder to registration pursuant to Section 4.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 4.2, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting ("Non-participating Holders")), and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among such Holders in proportion, firstas nearly as practicable on a pari passu basis, to Parentthe respective amounts of Company securities owned by such Holders at the time of filing the registration statement; secondprovided, -------- however, that all Registrable Securities proposed to all holders be sold for the account of Parent Common Stock ------- the Non-participating Holders (including or their transferees) shall be excluded from the Major Investors) that have similar piggyback registration rights on a pro rata basis based on and underwriting prior to any reduction in the total number of Registrable Securities held by such holders; and third, proposed to any shareholder be sold for the account of Parent (other than a holder with registration rights)Holders. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be excluded and withdrawn from such registration; provided, however, that, if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in this sentencethe registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Advanced Tissue Sciences Inc)
Underwriting. The (i) If the Initiating Holders intend to distribute the Registrable Securities covered by their demand by means of an underwritten offering, they shall so advise the Company as part of their demand made pursuant to this Section 5.3 and the Company shall include such information in the written notice referred to in Section 5.3(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 5.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All .
(ii) The Company shall, together with all Holders of Registrable Securities of the Company proposing to distribute their Registrable Securities securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentat least seventy-five percent (75%) of the Initiating Holders and reasonably satisfactory to the Company. Notwithstanding any other provision of the Agreementthis Section 5.3, if the underwriter determines in good faith shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, then the Company shall deliver a Cutback Notice, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated pro rata among such Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with registration rights)filing the Registration Statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. such registration.
(iii) If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or so withdrawn shall also be withdrawn from such underwriting shall registration.
(iv) If the underwriter has not limited the number of Registrable Securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners and shareholders of such Holder, Company may include securities for its own account (or the estates and family members of any such partners and retired partners and any trusts for the benefit account of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included other Members) in such "Holder," as defined in this sentenceregistration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.
Appears in 1 contract
Sources: Members’ Agreement (Geovera Insurance Holdings, Ltd.)
Underwriting. The right If the Initiating Holders intend to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the Company as a part of any such Holder to be included in a registration their request made pursuant to this Section 2.6 5.1, and the Company shall advise the Holders as part of the notice given pursuant to Section 5.l(a)(i) that the right of any Holder to registration pursuant to Section 5.1 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of the Agreementthis Section 5.1, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders desiring to register Registrable Securities in the underwriting in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration. To facilitate the registration and underwritingallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterInitiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least twenty (20) business days and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Sources: Investor Rights Agreement (Marvell Technology Group LTD)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5(a) and the Company shall include such information in the written notice referred to in Section 5(a). The right of any such Holder to be included in a registration pursuant to this Section 2.6 5 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities to be registered in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders) and to the extent provided herein. All A Holder may elect to include in such underwriting all or a part of the Registrable Securities he holds. The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders. Notwithstanding any other provision of the Agreementthis Section 5, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then, subject to the provisions of Section 5(a), the Company shall so advise all Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated, first, allocated among all Holders requesting inclusion in the registration as follows: (A) all securities proposed to Parent; second, to all be offered by the Company for its own account or for the account of holders of Parent Common Stock securities other than Registrable Securities shall be excluded before any Registrable Securities are excluded; and (including B) if, after all non-Registrable Securities have been excluded, additional limitations are required, then the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingshall be allocated among all Holders requesting inclusion thereof in the registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities proposed to be registered by such Holders at the time of filing the registration statement. No Registrable Securities excluded from the underwriting by reason of the managing underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementother Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentence.Section 5(b). If the registration does not become
Appears in 1 contract
Underwriting. The right of any such Holder to be included in a registration pursuant to this Section 2.6 1.2(a) shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided hereinarrangements required by this Section 1.2(b). All The Company and all Holders proposing to distribute their Registrable Securities through securities in the underwritten registration shall, upon request by the managing underwriter selected for such underwriting by the Initiating Holders which managing underwriter shall be reasonably acceptable to the Company), enter into an underwriting agreement in customary form with to managing underwriter in connection with the underwriter or underwriters selected for such underwriting by Parentoffering. Notwithstanding any other provision of the Agreementthis Section 1.2, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders who have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held requested by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Holders to be included in such registration in the registration priority listed below, up to the aggregate maximum number of shares that, in the view of such managing underwriter, can be included: (i) first, all Registrable Securities requested to be registered by any Holders; and underwriting(ii) second, any Common Stock proposed to be registered by the Company and any Common Stock proposed to be registered by other holders. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterInitiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least twenty (20) business days and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of such registration; provided, however, that, if by the registration statement. Any withdrawal of such Registrable Securities excluded or withdrawn from such underwriting shall a greater number of Registrable Securities held by other Holders may be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion and manner used in determining the underwriter limitation in this sentenceSection 1.2(b).
Appears in 1 contract
Sources: Registration Rights Agreement (Tessera Technologies Inc)
Underwriting. The right In the case of any such Holder to be included offering made in a registration accordance with this Section 3.1, other than an offering made pursuant to this a Takedown Demand:
(i) if the Requesting Equity Holders intend to distribute the Registrable Securities by means of an Underwritten Offering, they shall so advise the Company as a part of its request made pursuant to Section 2.6 3.1(a) and the managing underwriter for such Underwritten Offering shall be conditioned upon such Holder's participation chosen by the holders of a majority in such underwriting and aggregate amount of the Registrable Securities being registered by members of the Major Shareholder Group, with the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned. If the holders of Other Securities request inclusion of such Holder's Registrable Securities securities, the Major Shareholders agree that the Company may include such securities in the underwriting Underwritten Offering so long as such holders agree to be bound by the extent provided hereinapplicable provisions of this Article III. All The Requesting Equity Holders and the Company shall (together with all other Eligible Holders proposing to distribute their Registrable Eligible Securities through such underwriting shall Underwritten Offering) enter into an underwriting agreement in customary form and reasonably acceptable to the Company with the underwriter or underwriters selected for such underwriting by Parentunderwriters. Notwithstanding any other provision of the Agreementthis Article III, if the managing underwriter selected as provided in this Section 3.1(c) determines in good faith that marketing factors require a limitation of on the number of shares securities to be underwrittenunderwritten in such Underwritten Offering, the managing underwriter may limit the number of shares that may securities proposed to be included in such registration and Underwritten Offering as follows:
(1) first, the underwriting Company Securities proposed to be included in such registration by the Company on its own behalf shall be allocated, first, excluded from such registration to Parent; the extent so required by such limitation;
(2) second, to all the extent further limitation is required by the managing underwriter, the Other Securities shall be excluded from such registration to the extent so required by such limitation such that the number of securities to be included by such holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights Other Securities shall be determined on a pro rata basis based on upon the total aggregate number of Other Securities held by each such holder seeking registration; and
(3) third, to the extent further limitation is required by the managing underwriter, the remaining Registrable Securities held by Major Shareholders shall be excluded from such registration to the extent so required by such limitation such that the number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account Major Shareholders to be included in the offering shall be determined on a pro rata basis based upon the aggregate number of Registrable Securities held by each Major Shareholder seeking registration.
(ii) No Company Securities proposed to be included in such registration and underwriting. If any Holder disapproves by the Company on its own behalf, Other Securities or Registrable Securities excluded from the Underwritten Offering by reason of the terms of underwriter’s marketing limitation shall be included in such Underwritten Offering, and any Eligible Holder who has requested inclusion in such underwriting, such Holder Underwritten Offering as provided above (including the Requesting Equity Holders) may elect to withdraw therefrom at any time prior to the effectiveness of such registration statement by written notice to Parent the Company, the managing underwriter and the underwriterRequesting Equity Holders; provided that, delivered at least twenty (20) business days prior to if the effective date underwriters’ counsel reasonably determines that such withdrawal would materially delay the registration or require a recirculation of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting prospectus, then no Eligible Holder shall be excluded and withdrawn from have the registration. For any Holder which is a partnership or corporation, right to withdraw unless the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed Requesting Equity Holders have elected to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencewithdraw.
Appears in 1 contract
Sources: Shareholder Agreement (Talend SA)
Underwriting. The If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.6(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 1.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company (or by the holders who have demanded such registration). Notwithstanding any other provision of the Agreementthis Section 1.6, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration to a minimum of 30% of the total shares to be included in such underwriting or exclude them entirely in the case of the Company's initial public offering. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any shareholder of Parent (Holder or other than a holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any effective date of the foregoing person registration statement relating thereto (the "Lock-Up Period"); provided, however, that if such registration is not the Company's initial public offering such Lock-Up Period shall be deemed to be one hundred twenty (120) days unless the managing underwriter determines that marketing factors require a single "HOLDER", and any pro rata reduction with respect to such "Holder" longer period in which case the Lock-Up Period shall be based upon specified by the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentencemanaging underwriter but shall not exceed one hundred eighty (180) days.
Appears in 1 contract
Sources: Merger Agreement (Netcentives Inc)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 4.3(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 4.3 shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 4.3, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 4.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated, allocated first, to Parent; second(x) in the case of a Company Registration, to all holders the Company, or (y) in the case of Parent Common Stock (including a Demand Registration, the Major Investors) that have similar piggyback registration rights Initiating Holder thereof and such other Third Party Holders contractually entitled to priority with such Initiating Holder distributing their securities through such underwriting on a pro rata basis based on the total number of Registrable Securities held by such holders; Initiating Holder and thirdsuch Third Party Holders distributing their securities through such underwriting, and second, (1) in the case of a Company Registration, to any shareholder the Holders and the Third Party Holders distributing their securities through such underwriting on a pro rata basis based on the total number of Parent Registrable Securities held by such Holders and Third Party Holders distributing their securities through such underwriting, or (2) in the case of a Demand Registration, the Holders and such other than Third Party Holders not contractually entitled to priority with the Initiating Holder distributing their securities through such underwriting on a holder with registration rights)pro rata basis based on the total number of Registrable Securities held by such Initiating Holder and such Third Party Holders distributing their securities through such underwriting. No With respect to a Company Registration, no such reduction shall (i) reduce the securities being offered by Parent the Company for its own account to be included in the registration and underwriting. If any Holder disapproves No securities excluded from the underwriting by reason of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting ’s marketing limitation shall be excluded and withdrawn from the included in such registration. For any Holder which the avoidance of doubt, nothing in this Section 4.3(b) is a partnership or corporation, intended to diminish the partners, retired partners and shareholders number of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed securities to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon included by the aggregate amount of shares carrying registration rights owned by all entities and individuals included Company in such "Holder," as defined in this sentencethe underwriting.
Appears in 1 contract
Sources: Management Stockholders Agreement (Silver Lake Partners Ii L P)
Underwriting. The right (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration under Section 2, the Company will enter into and perform its obligations under an underwriting agreement with the underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall also be a party to any such underwriting agreement.
(b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution.
(c) In any offering of Registrable Securities pursuant to a registration pursuant to this Section 2.6 hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be conditioned upon customary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters of such offering may reasonably request (including, without limitation, those concerning such Holder, its Registrable Securities, such Holder's participation intended plan of distribution and any other information supplied by it to the Company for use in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER"), and any pro rata reduction with respect customary provisions relating to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities indemnities and individuals included in such "Holder," as defined in this sentencecontribution.
Appears in 1 contract
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to SECTION 2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 SECTION 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and, directors, officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company, PROVIDED that the Company shall use its reasonable best efforts to ensure that such underwriting by Parentagreement shall not provide for indemnification or contribution obligations on the part of Holders materially greater than the obligations of the Holders pursuant to SECTION 5. Notwithstanding any other provision of the Agreementthis SECTION 2, if the underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The securities of the Company held by the Other Shareholders and the officers and directors of the Company (other than Registrable Securities and up to 2,400,000 of the Company's shares held by ▇▇▇ ▇▇▇▇▇▇) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting shall be allocatedallocated among all such Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities and other securities which they held by at the time the Company gives the notice specified in SECTION 2(a)(i), PROVIDED that if such holders; and thirdregistration has been initiated at the request of Cambridge Technology Partners ("CTP") pursuant to the exercise of demand registration rights granted prior to the date of this Agreement, CTP may include up to 202,106 shares of the Company's stock in priority to any shareholder Registrable Securities. For purposes of Parent the foregoing calculation, ▇▇▇ ▇▇▇▇▇▇ shall be deemed to hold the lesser of 2,400,000 shares of the Company's stock and the actual number of shares of the Company's stock (other than a holder with registration rights). No shares acquired pursuant to stock options) owned by ▇▇▇ ▇▇▇▇▇▇ at such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingtime. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Sources: Series B Convertible Preferred Stock Purchase Agreement (Corechange Inc)
Underwriting. The If the Initiating Holders elect an underwritten offering pursuant to the Form S-3 registration under Section 2.2 or pursuant to a Form S-1 or other registration under Section 2.3 or if the Company has elected an underwriting for a piggy-back registration pursuant to Section 2.4, the parties shall reasonably cooperate to fulfill the requirements for such underwriting. In this regard, if the Company gives notice under Section 2.3 or 2.4 of the registration to Holders, then the Company shall also advise the Holders whether the offering is to be underwritten and, if so, the right of any such Holder Holder's Registrable Securities to be included in such a registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including, as appropriate, a market stand-off agreement of up to 90 days, if required by Parentsuch underwriters and if, during the stand-off period, all directors and officers of the Company are similarly subject to the market stand-off provisions); provided, however, that it shall not be considered customary to require any of the Holders to provide representations and warranties regarding the Company or indemnification of the underwriters for material misstatements or omissions in the registration statement or prospectus for such offering made by anyone other than the Holders giving the indemnity. Notwithstanding any other provision of the this Agreement, if the indemnity is being made in or the managing underwriter determines determine(s) in good faith that marketing factors require a limitation of the number of shares of Company Common Stock to be underwritten, then the managing underwriter(s) may exclude shares of Company Common Stock from the registration and the underwriting; provided; however, that if the offering is a demand offering pursuant to Section 2.3, then the limitation on number of shares of Company Common Stock included in the offering shall be reduced in proportion to their respective holdings, and further provided, that may in the case of a piggy-back offering, the securities to be included in the registration and the underwriting shall be allocated, first, (A) first to Parentanother holder of a registration demand the underwriting; (B) second, to all holders the Company (provided, however, that a minimum of Parent fifteen percent (15%) of the number of Registrable Securities that each Holder (where any Registrable Securities that are not shares of Company Common Stock but are exercisable or exchangeable for, or convertible into, shares of Company Common Stock, shall be deemed to have been so exercised, exchanged or converted for such purpose) must also in any event be included), (including C) third, to the Major Investorsextent the managing underwriter determines additional securities can be included after compliance with clauses (A) that have similar piggyback and (B), to each of the Holders (to the extent not included pursuant to clause (B)) requesting inclusion of their Registrable Securities in such registration rights statement on a pro rata basis basis, based on the total number of Registrable Securities and other securities entitled to registration then held by each such holders; Holder, and third(D) fourth, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the extent the managing underwriter determines additional securities being offered by Parent for its own account to can be included in the registration after compliance with clauses (A), (B) and underwriting. If (C), any Holder disapproves other shares of Company Common Stock or other securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementCompany. Any Registrable Securities excluded or withdrawn from such an underwriting shall be excluded and withdrawn from the registration. For any Holder which that is a partnership or corporationlimited liability company, the partners, Holder and the partner/member and each retired partners and shareholders partner/member of such Holder, or the estates and family members of any such partners partner/member and retired partners partner/member and any trusts for the benefit of any of the foregoing person persons, shall be deemed to be a single "HOLDER"Holder, and any pro rata reduction with respect to such "Holder" a Holder shall be based upon the aggregate amount of shares of Company Common Stock carrying registration rights owned by all entities and individuals included in such "Holder," , as defined in this sentence, notwithstanding any provision of law or other contract binding upon such partners/members to the contrary.
Appears in 1 contract
Sources: Common Stock and Warrant Purchase Agreement (Novell Inc)
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 and the Company shall include such information in the written notice referred to in Subsection 2.1(a). The right of any such Holder to be included in a registration pursuant to this Section 2.6 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All .
(a) The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders, provided, however, that the managing underwriter shall be of nationally recognized standing and must be approved by the Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of the Agreementthis Section 2.2, if the underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, the Initiating Holders shall so advise all Holders of Registrable Securities who have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder of Parent Holders.
(other than a holder with registration rights). No such reduction shall (ib) reduce the securities being offered by Parent for its own account to be included in the registration and underwriting. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn by a Holder of Registrable Securities from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporationIf the underwriter has not limited the number of Registrable Securities to be underwritten, the partnersCompany, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any employees of the foregoing person shall be deemed to be a single "HOLDER", Company and any pro rata reduction with respect to other holders of the Company's Common Stock may include securities for its (or their) own account in such "Holder" shall be based upon registration if the aggregate amount underwriter so agrees and if the number of shares carrying registration rights owned by all entities and individuals Registrable Securities which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited by the underwriter and the proposed price at which the securities will be offered to the public is not reduced.
Appears in 1 contract
Underwriting. The If the registration of which Cyber gives notice is for a registered public offering involving an underwriting, Cyber shall so advise the Active Shareholders as part of the written notice given pursuant to Section 2(a)(i) of this Exhibit. In such event, the right of any such Holder Active Shareholder to be included in a registration pursuant to Section 2 of this Section 2.6 Exhibit shall be conditioned upon such HolderActive Shareholder's participation in such underwriting and the inclusion of such HolderActive Shareholder's Registrable Securities in the underwriting to the extent provided herein. All Holders Active Shareholders proposing to distribute their Registrable Securities securities through such underwriting shall (together with Cyber, directors and officers and the Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parent. Cyber.
(i) Notwithstanding any other provision of the Agreementthis Section 2 of this Exhibit, if the underwriter determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten. Cyber shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Active Shareholders, directors and officers and Other Shareholders shall be allocatedallocated among such Active Shareholders, firstdirectors and officers and Other Shareholders in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account which they had requested to be included in such registration at the time of filing the registration statement.
(ii) Each Active Shareholder agrees, if so reasonably required by the underwriter in a registration pursuant to this Section 2 of this Exhibit, not to effect any public sale or distribution of Registrable Securities or sales of such Registrable Securities pursuant to Rule 144 or Rule 144A under the Securities Act, during the seven (7) days prior to and underwriting. the 180 days after any firm commitment underwritten registration pursuant to this Section 2 of this Exhibit has become effective (except as part of such underwritten registration) or, if the managing underwriter advises Cyber that, in its opinion, no such public sale or distribution should be effected for a period of not more than 180 days after such underwritten registration in order to complete the sale and distribution of securities included in such registration and Cyber gives notice to such effect to such Active Shareholders of such advice, each Active Shareholder shall not effect any public sale or distribution of Registrable Securities or sales of such Registrable Securities pursuant to Rule 144 or Rule 144A under the Securities Act during such period after such underwritten registration, except as part of such underwritten registration, whether or not such Active Shareholder participates in such registration.
(iii) If any Holder Active Shareholder or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent Cyber and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Sources: Plan of Reorganization and Agreement of Merger (Cyber Defense Systems Inc)
Underwriting. The right of any such Holder to be included in In the event that the Initiating Holders specify that a registration pursuant to this Section 2.6 2.4 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.4(a)(i). In such event, the right of any Holder to registration pursuant to Section 2.4 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.4, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of nationally recognized standing selected for such underwriting by Parenta majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of the Agreementthis Section 2.4, if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities who have elected to participate in such offering and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, delivered at least twenty (20) business days and such Registrable Securities shall not be transferred in a public distribution prior to 120 days after the effective date of such registration, or such other shorter period of time as the registration statementunderwriters may permit. Any If by the withdrawal of such Registrable Securities excluded or withdrawn from such underwriting shall a greater number of Registrable Securities held by other Holders may be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined registration (up to the maximum of any limitation then imposed by the underwriters), then the Company shall offer to all Holders, if any, whose shares have been excluded from the registration by the terms of this paragraph, the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this sentenceSection 2.4(b) up to the limitation then imposed by the Underwriters.
Appears in 1 contract
Underwriting. The If the registration of which GRT gives notice is for a registered public offering involving an underwriting, GRT shall so advise each of the Holders as a part of the written notice given pursuant to Section 7.3(a)(i). In such event, the right of any such Holder each of the Holders to be included in a registration pursuant to this Section 2.6 7.3 shall be conditioned upon such Holder's Holders' participation in such underwriting and the inclusion of such Holder's Holders' Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with GRT and the Other Shareholders distributing their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by GRT. Any Holder desiring to participate in an underwritten registration shall also complete and execute all questionnaires, powers of attorney and such other documents reasonably required under the terms of such underwriting by Parentarrangements. Notwithstanding any other provision of the Agreementthis Section 7.3, if the underwriter representative determines in good faith that marketing factors require a limitation of on the number of shares to be underwritten, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting to not less $50,000,000 (and 50% of the net proceeds received by GRT from the sale of any securities for its account shall be applied to redeem Preferred Shares); provided, however, that, in the event GRT shall have given to other holders of GRT Common Shares the right to register such Common Shares for resale in connection with any registration under this Section 7.3, the number of Registrable Securities to be included in the registration shall be equal to that percentage of such Registrable Securities equal to the quotient (expressed as a percentage) of the number of Registrable Securities requested to be included divided by the sum of such number and the number of Common Shares of such other persons other than persons exercising "demand registration rights" (i.e., registration rights such as those set forth in Section 7.2, as contrasted with Section 7.3) requested to be included. For clarity, the foregoing provisions of this Section 7.3(b) shall not entitle the Holders of Registrable Securities to cause a reduction of the number of securities of other holders exercising such "demand registration rights"; provided, however that nothing in this Section 7.3 shall alter or diminish the rights in any manner whatsoever of the Holders of Registrable Securities to demand registration of Registrable Securities under the circumstances and to the extent set forth in Section 7.2. GRT shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of GRT held by Other Shareholders of GRT (other than Registrable Securities and other than securities held by holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Demanding Holders shall be allocatedreduced, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis (based on the total number of Registrable Securities shares held by such holders; and thirdHolder), by such minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritinglimitation. If any Holder of the Holders or any Other Shareholder disapproves of the terms of any 25 31 such underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent GRT and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Sources: Securities Purchase Agreement (Glimcher Realty Trust)
Underwriting. The (a) If the registration of which the Company gives notice is for an offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.1(a). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 Article 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parent. the Company.
(b) Notwithstanding any other provision of the Agreementthis Article 3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities from such registration and underwriting. The Company shall so advise all Holders of Registrable Securities, and the number of shares of Common Stock to be included in such registration shall be allocated as follows: first, for the account of the Company, all shares of Common Stock proposed to be sold by the Company; and second, for the account of the Holders and any other shareholders of the Company participating in such registration, the number of shares of Common Stock requested to be included in the registration by the Holders and such other shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities that are proposed to be offered and sold by the Holders and such other shareholders of Common Stock at the time of filing the registration statement. No Registrable Securities or other shares of Common Stock excluded from the underwriting in this Article 3 by reason of the underwriters' marketing limitation shall be included in such registration.
(c) The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingregistration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, but the registration. For Holder shall continue to be bound by the terms hereof.
(d) The Company shall have the right to terminate or withdraw any Holder which is a partnership or corporation, registration initiated by it under this Article 3 prior to the partners, retired partners and shareholders effectiveness of such Holderregistration, whether or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed not a Holder has elected to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included include Registrable Securities in such "Holder," as defined in this sentenceregistration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3.1 and the Company shall include such information in the written notice referred to in Section 3.1(a). The right of any such Holder to be included in a registration pursuant to this Section 2.6 3.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders with the approval of the Company, which approval shall not be unreasonably withheld. Notwithstanding any other provision of the Agreementthis Section 3.1, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwrittenunderwritten and so advises the Initiating Holders in writing, then the Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held owned by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be excluded and withdrawn from such registration; provided, however, that, if by the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall Registrable Securities held by other Holders may be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation; and, provided further that in the event that the withdrawal of a Holder," as defined , and the subsequent inclusion of additional Registrable Securities by other Holders, results in an anticipated aggregate offering price to the public of less than one million dollars ($1,000,000), the Company shall no longer be required to effect such registration pursuant to this sentenceSection 3.1. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or the account of others in such registration if the underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.
Appears in 1 contract
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 3.2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 3.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 3.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities and other securities to be distributed through such underwriting, but in no event shall the amount of securities of any selling Holder included in the offering be reduced below twenty-five percent (25%) of the Registrable Securities to be sold in the registration; provided, that if in the Company's discretion it elects to permit the sale of securities by selling stockholders in its initial public offering, the Company may reduce the percentage of such initial public offering allocated to each selling Holder to less than twenty-five percent (25%) of the Registrable Securities sought to be included in such registration by such Holder. The Company shall so advise all Holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce Holder to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the registration. For any Holder which is a partnership or corporation, effective date of the partners, retired partners and shareholders of such Holderregistration statement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Sources: Registration Rights Agreement (Interwave Communications International LTD)
Underwriting. If the Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 4.2 and the Company shall include such information in the written notice referred to in Section 4.2(a)(i) above. The right of any such Holder to be included in a registration pursuant to this Section 2.6 4.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders If officers or directors of the Company holding other securities of the Company shall request inclusion in any registration pursuant to this Section 4.2, or if holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such registration (the "Other Shareholders") request such inclusion, the Holder shall, on behalf of all Holders, offer to include the securities of such officers, directors and Other Shareholders in the underwriting and may condition such offer on their acceptance of all applicable provisions of this Section 4. The Company shall (together with all Holders, officers, directors and Other Shareholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Holder and reasonably acceptable to the Company. Notwithstanding any other provision of the Agreementthis Section 4.2, if the representative of the underwriter determines or underwriters advises the Holder in good faith writing that marketing factors require make it advisable to impose a limitation of on the number of shares to be underwritten, the securities of the Company (other than Registrable Securities) held by officers or directors of the Company and by Other Shareholders shall be excluded from such registration to the extent so required by such limitation and if a limitation of the number of shares is still required, the Holder shall so advise all Holders of Registrable Securities whose securities would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all such Holders, firstdirectors, officers and Other Shareholders in proportion, as nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder persons at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder of Registrable Securities, officer, director or Other Shareholder above disapproves of the terms of any such the underwriting, such Holder party may elect to withdraw therefrom by written notice to Parent the Company, the underwriter and the underwriter, delivered at least twenty (20) business days prior to Holder. The securities so withdrawn shall also be withdrawn from registration. If the effective date underwriter has not limited the number of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall other securities to be excluded and withdrawn from the registration. For any Holder which is a partnership or corporationunderwritten, the partners, retired partners Company may include its securities for its own account in such registration if the underwriter so agrees and shareholders if the number of such Holder, or the estates Registrable Securities and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals other securities which would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 1 contract
Sources: Stock Purchase Agreement (International Telecommunication Data Systems Inc)
Underwriting. The If a Registration Statement under which the Company gives notice under this Clause 2.2 is for an underwritten offering, then the Company shall so advise JOYY. In such event, the right of any such Holder JOYY to be included in a registration pursuant to this Section 2.6 Clause 2.2 shall be conditioned conditional upon such Holder's JOYY’s participation in such underwriting and the inclusion of such Holder's JOYY’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall herein and JOYY enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting by Parentthe Company and setting forth such terms for the underwritten offering as have been agreed upon between the Company and the underwriters. Notwithstanding any other provision In the event the underwriters advise JOYY in writing that market factors (including the aggregate number of Registrable Securities requested to be Registered, the general condition of the Agreementmarket, if and the underwriter determines in good faith that marketing factors status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, the number underwriters may exclude up to seventy-five percent (75%) of shares that may the Registrable Securities requested to be Registered but only after (i) first excluding all other Equity Securities (including the Equity Securities held by employees and directors of the Company, but excluding securities sold for the account of the Company and Equity Securities included in the underwriting shall be allocatedRegistration pursuant to Section 2.4 or Section 3 of the Shareholders Agreement, firstif any) from the Registration and underwritten offering, to Parent; second, to and (ii) second excluding from the Registration and underwritten offering (A) all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; Holders and third(B) all Equity Securities included in the Registration pursuant to Section 3 of the Shareholders Agreement, to any shareholder if any, and so long as the number of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account shares to be included in the registration and underwriting. If any Holder disapproves Registration on behalf of the terms of any non-excluded holders in (A) and (B) above is allocated among all such underwritingnon-excluded holders in proportion, such Holder may elect to withdraw therefrom by written notice to Parent and the underwriteras nearly as practicable, delivered at least twenty (20) business days prior to the effective date respective amounts of the registration statementEquity Securities requested by such holders to be included. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationRegistration. For any Holder which is a partnership or corporation, If JOYY disapproves of the partners, retired partners and shareholders of such Holder, or the estates and family members terms of any such partners underwriting, JOYY may elect to withdraw therefrom by written notice to the Company and retired partners and any trusts for the benefit of any underwriters) delivered at least ten (10) Business Days prior to the effective date of the foregoing person Registration Statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon withdrawn from the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceRegistration.
Appears in 1 contract
Underwriting. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 3(a)(i). If Other Shareholders request inclusion of their securities in the underwriting, the Holders shall offer to include the securities of such Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3. The right of any such Holder Holders whose shares are to be included in a such registration pursuant to this Section 2.6 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders Company shall (together with all Other Shareholders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by Parentthe Initiating Holders and reasonably acceptable to the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Holders materially greater than the obligations of the Holders under Section 3(g)(ii). Notwithstanding any other provision of the Agreementthis Section 3(a), if the underwriter determines representative advises the Holders in good faith writing that marketing factors require a limitation of on the number of shares to be underwritten, the securities of the Company held by Other Shareholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares that may be included in the underwriting registration by each Holder shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights reduced on a pro rata basis (based on the total number of Registrable Securities shares held by such holders; and thirdHolder), by such minimum number of shares as is necessary to any shareholder of Parent (other than a holder comply with registration rights)such request. No such reduction Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingsuch registration. If any Holder Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by providing written notice to Parent the Company, the underwriter and the underwriterInitiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, delivered at least twenty (20) business days prior to the effective date Company and officers and directors of the Company may include its or their securities for its or their own account in such registration statement. Any if the representative so agrees and if the number of Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder other securities which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals would otherwise have been included in such "Holder," as defined in this sentenceregistration and underwriting will not thereby be limited.
Appears in 1 contract
Underwriting. The If the registration with respect to which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as a part of the written notice given pursuant to Section 4(a)(i). In such event, the right of any such the Holder to be included in a registration pursuant to this Section 2.6 shall be conditioned upon such the Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall The Holder shall, together with the Company, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parent. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to be included in the registration and underwritingCompany. If any the Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For Notwithstanding any provision contained herein to the contrary, if the managing underwriter or underwriters of the registration in which the Company gives notice under this Section 4 shall advise the Company in writing that, in its opinion, the total amount of Registrable Securities that the Holder(s) request to include in such registration, together with any other securities with similar incidental or piggyback registration rights (collectively, the "REQUESTED SECURITIES") is sufficiently large to materially and adversely affect the success of such registration, then the amount and kind of Requested Securities to be offered for the accounts of any Holder which is a partnership or corporation, the partners, retired partners and shareholders whose shares of Requested Securities were requested to be included in such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person registration shall be deemed to be a single "HOLDER", and any reduced pro rata reduction with respect to each such "Holder" shall be based upon Holder to the aggregate extent necessary to reduce the total amount of shares carrying registration rights owned by all entities and individuals securities to be included in such "Holder," as defined registration to the amount recommended by such managing underwriter or underwriters; provided, however, that such reduction shall not include the following: (i) if the registration initially occurs at the insistence of the Company, shares to be issued by the Company; or (ii) if the registration occurs due to a demand registration right, including the Demand Registration provided in this sentenceSection 2, shares of the Holder(s) making that demand.
Appears in 1 contract
Underwriting. The In the event that a registration requested by the Initiating Holders pursuant to this Section 5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 5(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 5, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited as provided herein. All The Company shall (together with all Holders proposing to distribute their Registrable Securities securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 5, if the managing underwriter determines or underwriters advise the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders participating and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all Holders thereof in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and third, to any shareholder Holders at the time of Parent (other than a holder with filing the registration rights)statement. No such reduction Registrable Securities excluded from the underwriting by reason of the underwriters' marketing limitation shall (i) reduce the securities being offered by Parent for its own account to be included in such registration. To facilitate the registration and underwritingallocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company. The Registrable Securities so withdrawn shall also be withdrawn from registration, and the underwriter, delivered at least twenty (20) business days such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Sources: Registration Rights Agreement (Checkfree Corp \Ga\)
Underwriting. The If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.2(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 5.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 25% of the offering; provided that in each such case, no shares held by any Holder other than a Founder shall be so excluded from such registration until all shares held by the Founders are excluded from such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all the Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any shareholder of Parent (other than a Holder or holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder of the Holders disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract
Sources: Registration and Information Rights Agreement (Intraware Inc)
Underwriting. The right of any such Holder to be included in In the event that a registration pursuant to this Section 2.6 2.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 2.5(a)(i). In such event, the right of any Holder to registration pursuant to Section 2.5 shall be conditioned upon such Holder's participation in such the underwriting arrangements required by this Section 2.5(b), and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All A Holder may elect to include in such underwriting all or part of the Registrable Securities such Holder owns. The Company shall (together with all Holders proposing to distribute their Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parenta majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of the Agreementthis Section 2.5(b), if the managing underwriter determines advises the Initiating Holders in good faith writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares that may be included in the underwriting Company shall be allocated, first, to Parent; second, to so advise all holders of Parent Common Stock Registrable Securities and there shall be excluded from such registration and underwriting to the extent necessary to satisfy such limitation, first shares held by shareholders other than the Holders, then shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, shares held by the Holders (including PRO-RATA to the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time the registration statement is filed), to provided, however that in any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account to event all Registrable Securities must be included in such registration prior to any other shares of the registration and underwritingCompany. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Company, the managing underwriter and the underwriterInitiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, delivered at least twenty (20) business days and, in connection with the IPO, such Registrable Securities shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of such IPO, or such other shorter period of time as the registration statementunderwriters may require. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and If shares are so withdrawn from the registration. For any Holder which is a partnership or corporation, registration and if the partners, retired partners and shareholders number of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed shares to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," registration was previously reduced as defined a result of factors pursuant to this sub-section (b), then the Company shall offer to all Holders who have retained rights to include securities in this sentencethe registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders requesting additional inclusion in accordance with the preceding two paragraphs.
Appears in 1 contract
Underwriting. The If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.2(a)(i). In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.6 5.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Company. Notwithstanding any other provision of the Agreementthis Section 5.2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, provided no other security holders are allowed to sell in such offering, and (ii) in the case of any other offering, to an amount no less than 25% of the aggregate securities being registered. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocatedallocated among all the Holders in proportion, firstas nearly as practicable, to Parent; second, to all holders of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number respective amounts of Registrable Securities held by such holders; and thirdHolders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to any shareholder of Parent (other than a Holder or holder with registration rights). No such reduction shall (i) reduce to the securities being offered by Parent for its own account to be included in the registration and underwritingnearest 100 shares. If any Holder of the Holders disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by written notice to Parent the Company and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the registration. For any Holder which is a partnership or corporation, effective date of the partners, retired partners and shareholders of such Holderregistration statement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentenceunderwriters may require.
Appears in 1 contract
Underwriting. The If the registration of which the Acquiror gives notice is for a registered public offering involving an underwriting, the Acquiror shall so advise the Holders as a part of the written notice given pursuant to Section 2(a)(i). In such event the right of any such Holder to be included in a registration pursuant to this Section 2.6 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting shall shall, together with the Acquiror and Other Holders, if any, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by Parentthe Acquiror. Notwithstanding any other provision of the Agreementthis Section 2, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities and other securities to be included in such registration. The Acquiror shall so advise all Holders and Other Holders and the number of shares that may be included in the registration and underwriting by all Holders and Other Holders shall be allocatedallocated among them, as nearly as practicable, first, to Parent; the Acquiror (or, if applicable, to the holders for whose account the Acquiror is registering the securities), second, among the Other Holders of securities in proportion to all holders the respective amounts of Parent Common Stock (including the Major Investors) that have similar piggyback registration rights on a pro rata basis based on the total number of Registrable Securities held by such holders; and third, to any shareholder of Parent (other than a holder with registration rights). No such reduction shall (i) reduce the securities being offered by Parent for its own account proposed to be included in the registration and underwritingby such Other Holders, and, third, among the Holders in proportion to the number of Registrable Securities proposed to be included in such registration by such Holders. If any Holder or Other Holder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by written notice to Parent the Acquiror and the managing underwriter, delivered at least twenty (20) business days prior to the effective date of the registration statement. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "Holder," as defined in this sentence.
Appears in 1 contract