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Common use of Certain Offerings by the Investor Clause in Contracts

Certain Offerings by the Investor. In the case of any securities held by the Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of “Registrable Securities,” the provisions of Sections 5.12(b)(ii), clauses (iv), (ix) and (x)-(xii) of Section 5.12(d), Section 5.12(h) and Section 5.12(j) shall continue to apply until such securities otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or other disposition shall include any distribution of such securities on behalf of the Investor by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution.

Appears in 15 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

Certain Offerings by the Investor. In the case of any securities held by the Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of “Registrable Securities,” the provisions of Sections 5.12(b)(ii4.6(a)(ii), clauses (iv), (ix) and (x)-(xii) of Section 5.12(d4.6(c), Section 5.12(h4.6(g) and Section 5.12(j4.6(i) shall continue to apply until such securities otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or other disposition shall include any distribution of such securities on behalf of the Investor by one or more broker-dealers, an “underwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration statement” or “prospectus” shall include any offering document approved by the Company and used in connection with such distribution.

Appears in 4 contracts

Samples: Exchange Agreement (Citigroup Inc), Exchange Agreement, Exchange Agreement

Certain Offerings by the Investor. In the case of any securities held by the Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of “Registrable ìRegistrable Securities,” the provisions of Sections 5.12(b)(ii4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of Section 5.12(d4.5(c), Section 5.12(h4.5(g) and Section 5.12(j4.5(i) shall continue to apply until such securities otherwise cease to be Registrable Securities. In any such case, an “underwrittenìunderwritten” offering or other disposition shall include any distribution of such securities on behalf of the Investor by one or more broker-dealers, an “underwriting ìunderwriting agreement” shall include any purchase agreement entered into by such broker-dealers, and any “registration ìregistration statement” or “prospectusìprospectus” shall include any offering document approved by the Company and used in connection with such distribution.

Appears in 1 contract

Samples: Securities Purchase Agreement