Block Trade. If the Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $10,000,000 that such holders wish to effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as possible, use commercially reasonable efforts to facilitate the offering of such Registrable Securities for which such requesting holder has requested in such Block Trade, and in any event, within 72 hours of receipt of such request.
Block Trade. If the Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $5,000,000 that the Company effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as possible, but subject to compliance with the notice requirements of Section 2.1.6 above, initiate the offering in such Block Trade of the Registrable Securities for which such requesting holder has requested such offering under Section 2.1.7.
Block Trade. 2.10.1 Notwithstanding the forgoing, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder shall use commercially reasonable efforts to notify the Company of the Block Trade in advance and prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.
2.10.2 Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used in connection with a Block Trade, the majority-in-interest of the Demanding Holders initiating such Block Trade shall have the right to withdraw upon written notification to the Company and the Underwriter or Underwriters (if any). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade prior to its withdrawal under this section.
2.10.3 The Demanding Holder in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).
2.10.4 Notwithstanding anything to the contrary in this Agreement, Section 2.7 hereof shall not apply to a Block Trade initiated by a Demanding Holder pursuant to this Agreement.
Block Trade. If the Company shall receive a request from the Holders of Registrable Securities with an estimated market value of at least $15,000,000 that such holders wish to effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as practicable, use commercially reasonable efforts to facilitate the offering of such Registrable Securities for which such requesting holder has requested in such Block Trade, and in any event, within 72 hours of receipt of such request. A Holder of Registrable Securities in the aggregate may demand no more than two Block Trades pursuant to this Section 2.1.6 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.1.6 shall not be counted as a demand for an Underwritten Takedown pursuant to Section 2.1.5.
Block Trade. (a) To the extent that a Shelf Registration Statement is effective, RemainCo shall have the right to request that SpinCo file a prospectus supplement in connection with an Approved Block Trade, and the filing of such prospectus supplement shall not count as a Demand Registration.
(b) In connection with an Approved Block Trade, to the extent required by the relevant underwriters, SpinCo shall obtain so-called “comfort letters” from its independent public accountants, and legal opinions of counsel to SpinCo addressed to the underwriters, in customary form and covering such matters as are customarily covered by such letters and opinions and shall enter into such other agreements, including underwriting agreements in customary form. Delivery of any such opinions or comfort letters shall be subject to the recipient furnishing such written representations or acknowledgements as are customarily provided by underwriters who receive such comfort letters or opinions. In connection with an Approved Block Trade, SpinCo shall make available for inspection by (i) one authorized representative of RemainCo, (ii) any underwriter participating in an Approved Block Trade and (iii) each of their representatives, all financial and other information as shall be reasonably requested by them, and provide such persons the reasonable opportunity to discuss the business affairs of SpinCo with its principal executives and independent public accountants who have certified the audited financial statements included in the applicable Shelf Registration Statement in each case as necessary to enable them to exercise their due diligence responsibility under the Securities Act; provided, however, that the information that SpinCo determines, in good faith, to be confidential shall not be disclosed unless such person signs a confidentiality agreement reasonably satisfactory to SpinCo. In addition, SpinCo shall take such other actions as are reasonably required and customary in order to expedite or facilitate an Approved Block Trade.
Block Trade. Notwithstanding the foregoing, if the Sponsor wishes to engage in an underwritten block trade off of an effective registration statement, the Sponsor may notify the Company of the block trade offering on the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such offering (which may close as early as three (3) Business Days after the date it commences); provided that in the case of such underwritten block trade, only the Sponsor shall have a right to notice of and to participate in such offering.
Block Trade. If TopCo shall receive a request from the holders of Registrable Securities with an estimated market value of at least $10,000,000 that TopCo effect the sale of all or any portion of the Registrable Securities in a Block Trade, then TopCo shall, as expeditiously as possible, the offering in such Block Trade of the Registrable Securities for which such requesting holder has requested such offering under Section 2.1.7.
Block Trade. If Sellers, at their option, during the period that the Registration Statement is effective, elect to sell all or part of the Registrable Shares to one or more persons subject to the Registration Statement in a block trade transaction, such block trade transaction shall be conducted on the following terms:
(i) Steiner shall provide Buyer not less than four (4) business days written notice of Sellers' desire to sell a designated number of the Registrable Shares xxxxxxx to the Registration Statement in a block trade transaction, which shall specify when such transaction is to occur (which may be the Closing Date whenever it occurs); (ii) not more than one (1) such notice shall have been provided by Steiner to Buyer; (iii) any Registrable Shares that are not designated to be sold in such block trade in the notice may only be sold thereafter under the xxxxxxions of SEC Rule 144; (iv) such block trade transaction must be conducted as an after hours transaction after trading has ceased on a business day (the "Trade Date"), and before trading commences on the next business day, on Buyer's stock on the New York Stock Exchange; provided that if all the designated shares are not sold in such time, Sellers must use their best efforts to sell the remaining Registrable Shares on the next business day (or, if required, on successive subsequent business days) on the same basis as set forth in clauses (i) through (vi) of this sentence using each such applicable business day as the Trade Date; (v) Sellers shall use their best efforts to sell all stock in a single day, and all designated Registrable Shares salable for broker commission and discount of five percent (5%) (or such percentage greater than five percent (5%) as Buyer and Steiner are willing to consent to) or less of the closing sales price of the Buyer's common stock on the New York Stock Exchange Composite Tape on the Trxxx Xxxe (the "Closing Price") shall be sold; and (vi) the broker engaged by Steiner to arrange such block trade transaction shall be the broker designated by Buyer which broker shall be reasonably acceptable to Steiner; then, if xxx xxxy if the sale of the designated Registrable Shares fully complies with each of the terms set forth in clauses (i) through (vi), xxx Xxxer will pay to or on behalf of the appropriate Sellers (a) one-half (1/2) of the amount of the broker commission and discount per Registrable Share applicable to the sale of any designated Base Shares, up to a maximum payment of th...
Block Trade. If a Principal Holder wishes to engage in an underwritten block trade or bought deal off of an S-3 Registration (an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 4(a), such Principal Holders will notify the Company of the Underwritten Block Trade not less than five (5) Business Days prior to the day such offering is first anticipated to commence.
Block Trade. Buyer shall cooperate in good faith with Seller to retain a mutually acceptable investment bank or broker to facilitate a block trade of all of the Block Trade Shares in an orderly fashion (the “Block Trade”) as soon as reasonably practicable following the effective date of the registration of the Block Trade Shares in accordance with the Registration Rights Agreement, but in no event later than thirty (30) days after such effective date. The Block Trade shall be conducted pursuant to terms and conditions mutually acceptable to Buyer and Seller so as to minimize the price pressure on the Buyer Common Stock; provided, however, neither Buyer nor Seller shall unreasonably withhold their acceptance of such terms and conditions. Seller will pay all brokerage fees, investment banking fees and other fees, commissions and expenses of the investment bank or broker in connection with the Block Trade (the “Block Trade Expenses”); provided, however, if the net proceeds to the Seller from the sale of the Block Trade Shares after deducting the Block Trade Expenses (the “Net Block Trade Proceeds”) is less than $1,000,000, then Buyer will pay to Seller in cash, an amount equal to the difference between $1,000,000 and the Net Block Trade Proceeds.
