Common use of Conditions to Offerings Clause in Contracts

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 3.01, Section 3.02 3.02, Section 3.03 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 the participating Investors to furnish to the Company such information regarding Tengelmann the participating Investors 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 hereofDemand Offering, Tengelmannthe participating Investors, 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 the Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(a)(iii3.04(a)(iv) or Section 3.04(a)(iv3.04(a)(v) hereof or a condition described in Section 3.06 hereof, Tengelmann the Investors will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until Tengelmann’s the Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(a)(iii3.04(a)(iv) 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 A&P 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 A&P may require Tengelmann to furnish to the Company A&P such information regarding Tengelmann or the distribution of such Registrable Securities as the Company A&P 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 underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, Tengelmann, together with the CompanyA&P, 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 A&P 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 A&P of the termination of the stop order or the Deferral Period.

Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Section 3.01, Section 3.02 3.02, Section 3.03 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 Stockholder to furnish to the Company such information regarding Tengelmann Stockholder 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, TengelmannStockholder, 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 Stockholder 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 Stockholder will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until TengelmannStockholder’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 3.016.01, Section 3.02 6.02, Section 6.03 and Section 3.04 6.04 with respect to an offering of Registrable Securities will be subject to the following conditions: (iA) the Company shall be subject to the requirements of Section 13, 14 or 15(d) of the Exchange Act; (B) the Company may require Tengelmann the participating Investors to furnish to the Company such information regarding Tengelmann the participating Investors 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 (iiC) in any Underwritten Offering pursuant to Section 3.01 or Section 3.02 hereofDemand Offering, Tengelmannthe participating Investors, together with the Company, will enter into an underwriting agreement in accordance with Section 3.04(b6.04(b) above with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings. (b) Tengelmann agrees the Investors agree that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(a)(iii6.04(a)(D) or Section 3.04(a)(iv6.04(a)(E) hereof or a condition described in Section 3.06 6.06 hereof, Tengelmann the Investors will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until Tengelmann’s the Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(a)(iii6.04(a)(D) 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 3.01, Section 3.02 3.02, Section 3.03 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 Stockholder to furnish to the Company such information regarding Tengelmann Stockholder 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 and (ii) in any Underwritten Offering pursuant to Section 3.01 or Section 3.02 hereof, TengelmannStockholder, 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 Stockholder 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 Stockholder will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such Registrable Securities until TengelmannStockholder’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.