Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall be subject to the following conditions:
(a) the Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities;
(b) the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act;
(c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and
(d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b) hereof or a condition described in Section 3.06 hereof, all Investor Parties will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such notice.
Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Section 3.01, Section 3.02 and Section 3.04 with respect to an offering of Registrable Securities will be subject to the following conditions:
(i) the Company may require Tengelmann to furnish to the Company such information regarding Tengelmann or the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or under state securities or blue sky laws; and
(ii) in any Underwritten Offering pursuant to Section 3.01 or Section 3.02 hereof, Tengelmann, together with the Company, will enter into an underwriting agreement in accordance with Section 3.04(b) above with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.
(b) Tengelmann agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(a)(iii) or Section 3.04(a)(iv) hereof or a condition described in Section 3.06 hereof, Tengelmann will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until Tengelmann’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(a)(iii) hereof or notice from the Company of the termination of the stop order or Deferral Period.
Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Section 2.1 and Section 2.2 with respect to an offering of Registrable Securities will be subject to the following conditions:
(i) the Company may require any Participating Unitholder to furnish to the Company such information regarding each Participating Unitholder, the Registrable Securities or the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, in each case to the extent reasonably required by the Securities Act and the rules and regulations promulgated thereunder, or under state securities or “blue sky” laws; and
(ii) each Participating Unitholder, together with the Company and any other holders of the Company’s securities proposing to include securities in any underwritten offering, will enter into a customary underwriting agreement with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.
(b) Each Participating Unitholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.3(d) or 2.3(e) or a condition described in Section 2.5, such Participating Unitholder will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until such Participating Unitholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(d) or notice from the Company of the termination of the stop order or Suspension Period.
Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Section 2.01, Section 2.02 and Section 2.04 with respect to an offering of Registrable Securities (including any Takedown Offering) will be subject to the following conditions:
(i) The Company may require Holder to furnish to the Company such information regarding Holder, the Investors, the Registrable Securities or the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, in each case to the extent reasonably required by the Securities Act and the rules and regulations promulgated thereunder, or under state securities or “blue sky” laws or by the SEC or its staff (including pursuant to any guidance released by the SEC or its staff); and
(ii) in any Underwritten Offering pursuant to Section 2.01 or Section 2.02, Holder, together with the Company and any other holders of the Company’s securities proposing to include securities in any Underwritten Offering, will enter into an underwriting agreement in accordance with Section 2.04(b) with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.
Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 5.01, 5.02 and 5.04 with respect to an offering of Registrable Securities shall be subject to the following conditions:
(i) BMS and the Equity Holding Entity shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; and
(ii) BMS shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act. The Company may require BMS to furnish to the Company such information regarding BMS or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws. BMS agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5.04(c) hereof, BMS will forthwith discontinue disposition of Registrable Securities pursuant to the registration covering such shares of Common Stock until BMS' receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.04(c) hereof and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in BMS' possession) of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
Conditions to Offerings. The obligations of the Company to take the actions contemplated by Article 4 with respect to an offering of Registrable Securities shall be subject to the following conditions:
(a) the participating Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities;
(b) the participating Investor Parties shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; and
(c) the Company may require the participating Investor Parties to furnish the Company with such information regarding such Investor Parties and pertinent to the disclosure requirements relating to the Registration and the distribution of such securities as the Company may from time-to-time reasonably request in writing.
Conditions to Offerings. The parties acknowledge and agree that, among other conditions that the Series A Directors may establish from time to time in connection with their vote on any matter, the majority of Series A Directors shall have the right to condition any approval regarding any private or public offering or sale of securities of the Corporation or any Subsidiary upon the timely receipt prior to the closing of any such transaction by the Verizon Shareholder Group of a "comfort letter" from the Accountants relating to such transaction in form and substance reasonably acceptable to the Verizon Shareholder Group, and upon the satisfaction of the majority of Series A Directors with the form and substance of any documentation or communication proposed to be used in connection with any such offering or sale.
Conditions to Offerings. The obligations of ATI to take the actions contemplated by Section 6.1 with respect to an offering of Registrable Shares shall be subject to the following conditions:
(a) if the Registrable Shares are to be transferred pursuant to Section 5.3(a)(iv), Transferee shall have the right to select the investment banker or bankers and, if applicable, lead manager or managers to administer the offering and its or their counsel, provided that such lead manager or managers and such counsel must be reasonably satisfactory to ATI; with respect to any such transfer, Transferee and such investment banker(s) or manager(s) shall use best efforts to effect as wide a distribution of such Registrable Shares as is reasonably practicable and to prevent any Person who, together with its Affiliates and any "group" (within the meaning of Section 13(a)(3) of the Exchange Act) of which such Person or any Affiliate is a party, from purchasing in excess of 15% of the Registrable Shares being registered. ATI may require Transferee to furnish to ATI such information regarding Transferee or the distribution of the Registrable Shares as ATI from time to time may reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws.
(b) in the event that the Registrable Shares are to be transferred pursuant to Section 5.3(a)(iii), such Registrable Shares shall be transferred only to a Person that Transferee believes in good faith after due inquiry is eligible with respect to the Registrable Shares to file a Statement on Schedule 13G pursuant to Rule 13d-1(b)(i) under the Exchange Act (without regard to the beneficial ownership threshold set forth in such Rule), as such Rule is currently in effect. Transferee shall have the right to select the investment banker or bankers and, if applicable, the lead manager or managers to administer the offering and its or their counsel, provided that such lead manager or managers and such counsel must be reasonably satisfactory to ATI.
(c) there shall not have been an offering registered pursuant to Section 6.1 of this Agreement within the immediately preceding six months; and
(d) Transferee shall conform to all requirements of the Securities Act and the Exchange Act applicable to it with respect to the offering and sale of such Registrable Shares and shall advise each underwriter, broker or dealer through which any of such Registrable Shares are offered that ...
Conditions to Offerings. (a) The obligations of Parent to take the actions contemplated by Section 2.01, Section 2.02, Section 2.03 and Section 2.04 with respect to an offering of Registrable Securities will be subject to the following conditions:
(i) Parent may require Stockholder to furnish to Parent such information regarding Stockholder or the distribution of such Registrable Securities as Parent may from time to time reasonably request in writing, in each case only as required by the Securities Act or under state securities or blue sky laws; and
(ii) in any underwritten offering pursuant to Section 2.01 or Section 2.02 hereof, Stockholder, together with Parent, will enter into an underwriting agreement in accordance with Section 2.04(b) above with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings.
(b) Stockholder agrees that, upon receipt of any notice from Parent of the happening of any event of the kind described in Section 2.04(a)(iii) or Section 2.04(a)(iv) hereof or a condition described in Section 2.06 hereof, Stockholder will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.04(a)(iii) hereof or notice from Parent of the termination of the stop order or Deferral Period.
Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01 and 3.02 with respect to an offering of shares of Common Stock shall be subject to the condition that Roche shall conform to all applicable requirements of the 1933 Act and the 1934 Act with respect to the offering and sale of securities and advise each underwriter, broker or dealer (all of whom may be freely designated by Roche) through which any of the Registered Shares are offered that the Registered Shares are part of a distribution that is subject to the prospectus delivery requirements of the 1933 Act. The Company may require Roche to furnish to the Company such information regarding Roche or the distribution of the Registered Shares as the Company may from time to time reasonably request in writing, in each case only as required by the 1933 Act or the rules and regulations thereunder or under state securities or Blue Sky laws. Roche agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.02(d) hereof, Roche will forthwith discontinue disposition of Registered Shares pursuant to the registration covering such shares of Common Stock until Roche's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.02(d) hereof.
