Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that: (i) the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration on not more than five occasions; (ii) the Holders of Registrable Securities shall not exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration; (iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and (iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above). (c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering. (d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted. (e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein. (f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 3 contracts
Samples: Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.), Shareholder Agreement (MSCI Inc.)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Hertz effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Hertz shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Hertz is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Hertz shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Hertz (adopted by the affirmative vote of a majority of the directors not designated by the Ford Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Hertz's reasonable control of any required financial statements, or any other event or condition of similar significance to Hertz) be significantly disadvantageous (a "Disadvantageous Condition") to Hertz for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Hertz shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Hertz shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Hertz, each such Holder will deliver to Hertz all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Ford Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsthree occasions (it being acknowledged that prior to any Ford Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Ford Transferees and their Affiliates (other than Ford Entities)) may exercise such rights);
(iiiii) Except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Hertz as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Hertz to represent all Holders participating in such offeringHolders.
(d) MSCI Hertz shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and Hertz Entity or any existing or former directors, officers or employees of the MSCI Entities) Hertz Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is registration and sale of such additional equity securities would require Ford or any Ford Entity to exercise the Options to maintain the then-current Ownership Percentage or ownership of 80% of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Options would not be necessary for Ford or any Ford Entity to maintain such ownership levels and, provided, further, that if such Holders are advised in writing (with a copy to MSCIHertz) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Hertz (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 3 contracts
Samples: Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp), Corporate Agreement (Hertz Corp)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after from a majority in interest of the Initial Public Offering Date from any Holder of Registrable Securities Holders, requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)Holders, which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Next Level shall furnish to the Holders that have made such request a certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be seriously disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may collectively exercise their rights not be delayed for a period in excess of 60 days in any calendar year due to a Demand Registration on not the occurrence of one or more than five occasionsDisadvantageous Conditions;
(ii) the Holders of Registrable Securities shall not may collectively exercise their rights under this Section 2.1 on not more than four (4) occasions;
(iii) except as otherwise provided in Section 2.2 or elsewhere in this Agreement, the Holders shall not have the right to a Demand Registration exercise registration rights pursuant to this Section 2.1 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) if it shall not have become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder or ceases to be maintained effective due to a Disadvantageous Condition and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Holder within its control.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered pursuant to this Section 2.1 shall have the right to designate an underwriter or underwriters reasonably acceptable to Next Level as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Next Level to represent all Holders participating in such offeringHolders.
(d) MSCI Next Level shall have the right to cause the registration of additional equity securities for sale for the its account of any Person (including, without limitation, MSCI and or any existing or former directors, officers or employees of the MSCI Entities) Next Level Entities in any Demand Registrationregistration of Registrable Securities requested for the benefit of the Holders pursuant to paragraph (a) above; provided, however, that, if the Demand Holder is such Holders are advised in writing (with a copy to MSCINext Level) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Next Level (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by such Holders, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be registered pursuant to this Section 2.1 may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such registration by such Holders exceeds the number which, in the good faith view (delivered in writing) of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder (including Registrable Securities such Holder may acquire on exercise of such Holder; provided's Warrant(s)), that, provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 2 contracts
Samples: Registration Rights Agreement (Next Level Communications Inc), Registration Rights Agreement (Next Level Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering IPO Date from any Holder of Registrable Securities requesting that MSCI Blockbuster effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Blockbuster shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Blockbuster is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if Blockbuster shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Blockbuster (adopted by the affirmative vote of a majority of the directors not designated by Viacom or its Affiliates) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Blockbuster' reasonable control of any required financial statements, or any other event or condition of similar significance to Blockbuster) be significantly disadvantageous (a "DISADVANTAGEOUS CONDITION") to Blockbuster for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Blockbuster shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Blockbuster shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Blockbuster, each such Holder will deliver to Blockbuster all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; PROVIDED that the filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Viacom Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.01 on not more than five occasions;three occasions (it being acknowledged that prior to any Viacom Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Viacom Transferees and their Affiliates (other than Viacom or its Affiliates)) may exercise such rights); and
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 2.01 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.01.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.01 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.01 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) Blockbuster and, in connection with each Demand Registrationregistration pursuant to this Section 2.01, the Demand Holder such Holders may select one counsel to represent all Holders participating in such offeringHolders.
(d) MSCI Blockbuster shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI Blockbuster, and any existing or former directors, officers or employees of the MSCI EntitiesBlockbuster and its Affiliates) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; providedPROVIDED, thatHOWEVER, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIBlockbuster) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Blockbuster (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 2 contracts
Samples: Registration Rights Agreement (Blockbuster Inc), Registration Rights Agreement (Blockbuster Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Xxxxxxx effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Xxxxxxx shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Xxxxxxx is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Xxxxxxx shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Xxxxxxx (adopted by the affirmative vote of a majority of the total number of directors, without any vacancies) stating that in the Board of Directors’ good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Xxxxxxx’x reasonable control of any required financial statements, or any other event or condition of similar significance to Xxxxxxx) be significantly disadvantageous (a “Disadvantageous Condition”) to Xxxxxxx for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Xxxxxxx shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Xxxxxxx shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Xxxxxxx, each such Holder will deliver to Xxxxxxx all copies, other than permanent file copies then in such Holder’s possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Xxxxxx Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsthree occasions (it being acknowledged that prior to any Xxxxxx Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Xxxxxx Transferees and their Affiliates (other than Xxxxxx Entities)) may exercise such rights);
(iiiii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section
3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Xxxxxxx as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Xxxxxxx to represent all Holders participating in such offeringHolders.
(d) MSCI Xxxxxxx shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and Xxxxxxx Entity or any existing or former directors, officers or employees of the MSCI Entities) Xxxxxxx Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is registration and sale of such additional equity securities would require Xxxxxx or any Xxxxxx Entity to exercise the Options to maintain the then-current Ownership Percentage or ownership of eighty percent (80%) of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Options would not be necessary for Xxxxxx or any Xxxxxx Entity to maintain such ownership levels and, provided, further, that if such Holders are advised in writing (with a copy to MSCIXxxxxxx) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Xxxxxxx (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm’s good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.are included
Appears in 2 contracts
Samples: Corporate Agreement (Walter Industries Inc /New/), Corporate Agreement (Mueller Water Products, Inc.)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any by a CVS Holder of Registrable Securities or, subject to Section 2.11(b)(i), by a Transferee requesting that MSCI Linens effect the registration under the Securities 1933 Act of any or all of the Registrable Securities held by such Holder (a “Demand requesting Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Linens shall prepare and (within 90 days (or, in the case of the Unfettered CVS Demand Registration contemplated in Section 2.1(d), immediately) after such request has been given) file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to effect the registration under the Securities 1933 Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in which requested method of disposition may be a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Linens shall furnish to the Holders of Registrable Securities may collectively exercise their rights to that have made such request a Demand Registration on not more than five occasions;
(ii) the Holders of Registrable Securities shall not exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary certified resolution of the date Board of this Agreement; and
Directors of Linens (ivadopted by the affirmative vote of a majority of the directors not designated by the CVS Group) if stating that in the board Board of directors of MSCI determines in Directors' good faith that a Demand Registration judgment it would (A) would materially impedebecause of the existence of, delayor in anticipation of, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization acquisition or other significant material event or transaction involving MSCI or (B) would require the public disclosure of non-public material information that MSCI has which at the time would be materially prejudicial to Linens) be significantly disadvantageous (a bona fide business purpose "Disadvantageous Condition") to Linens for preserving as confidentialsuch a registration statement to be maintained effective, MSCI or to be filed and become effective, and setting forth the general reasons for such judgment, Linens shall be entitled to defer cause such registration statement to be withdrawn and the filing or effectiveness of a such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, or until such Disadvantageous Condition no longer exists (notice of which Linens shall promptly deliver to suspend the such Holders). Upon receipt of any such certification of a Disadvantageous Condition, such Holders shall forthwith discontinue use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating prospectus contained in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.registration
Appears in 2 contracts
Samples: Stockholder Agreement (Linens N Things Inc), Stockholder Agreement (Linens N Things Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided to Retek at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Retek effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable SecuritiesSecurities and whether the Holders wish such registration to be a Rule 415 Offering (the "Demand Notice"), MSCI Retek shall use its reasonable best efforts to promptly effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request Demand Notice (including in a Rule 415 Offering, if MSCI Retek is then eligible to register such Registrable Securities on Form S-3 (S-3, or a successor form) , for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Retek shall furnish to the Holders of Registrable Securities may collectively exercise their rights that have made such request (within three (3) business days after Retek's receipt of the Demand Notice) a certified resolution of the Board of Directors of Retek (adopted by the affirmative vote of a majority of the directors not designated by the HNC Entities) stating that in the Board of Directors' good faith judgment it would be significantly disadvantageous to a Demand Registration on not more than five occasions;
(ii) Retek, because of the Holders existence of, or in anticipation of, any acquisition or financing activity, or the unavailability, for reasons beyond Retek's reasonable control, of Registrable Securities shall not exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration;
(iii) the rights financial statements required to effect such requested registration, or any other event or condition of similar significance to Retek (a Demand Registration shall terminate on "Disadvantageous Condition"), for such a registration statement to be maintained effective, or to be filed and become effective at such time, and setting forth the tenth anniversary of general reasons for such judgment, then, (a) in the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impedeevent no registration statement has yet been filed, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI Retek shall be entitled not to defer the filing or effectiveness of a file any such registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision in the event a registration statement covering the disposition of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold is then filed and declared effective, the Holders will not sell Registrable Securities under the such registration statement until such Disadvantageous Condition no longer exists (and, therefore, not requested for purposes of paragraph (a) aboveat which time Retek shall promptly deliver notice to such Holders that such Disadvantageous Condition no longer exists).
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account . Upon receipt of any Person (includingsuch notice of a Disadvantageous Condition, without limitation, MSCI and any existing or former directors, officers or employees such Holders shall forthwith discontinue use of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities prospectus contained in such registration would be likely statement and, if so directed by Retek, each such Holder will deliver to exceed Retek all copies (other than permanent file copies then in such Holder's possession) of the Maximum Offering Size, the registration of prospectus then covering such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities that is current at the time of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number receipt of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.such
Appears in 2 contracts
Samples: Corporate Rights Agreement (Retek Inc), Corporate Rights Agreement (Retek Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering IPO Date from any Holder of Registrable Securities requesting that MSCI Blockbuster effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Blockbuster shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Blockbuster is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if Blockbuster shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Blockbuster (adopted by the affirmative vote of a majority of the directors not designated by Viacom or its Affiliates) stating that in the Board of Directors’ good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Blockbuster’ reasonable control of any required financial statements, or any other event or condition of similar significance to Blockbuster) be significantly disadvantageous (a “Disadvantageous Condition”) to Blockbuster for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Blockbuster shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Blockbuster shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Blockbuster, each such Holder will deliver to Blockbuster all copies, other than permanent file copies then in such Holder’s possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided that the filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Viacom Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.01 on not more than five occasions;(subject to Section 2.11(c)) one occasion (it being acknowledged that prior to any Viacom Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Viacom Transferees and their Affiliates (other than Viacom or its Affiliates)) may exercise such rights); and
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 2.01 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with Section 2.01 or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.11.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.01 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.01 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) Blockbuster and, in connection with each Demand Registrationregistration pursuant to this Section 2.01, the Demand Holder such Holders may select one counsel to represent all Holders participating in such offeringHolders.
(d) MSCI Blockbuster shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI Blockbuster, and any existing or former directors, officers or employees of the MSCI EntitiesBlockbuster and its Affiliates) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above or Section 2.11; provided, thathowever, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIBlockbuster) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Blockbuster (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm’s good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after After the Initial Public Offering Date, or if prior to the Initial Public Offering Date from any Holder then with approval of Registrable Securities requesting the LLC, (i) the Majority Investor Holders, (ii) or, after one registration has been effected (within the meaning of Section 2.01(c)) pursuant to this Section 2.01, the Triggering Investor Holders or the Majority Management Holders, in either case may request in writing that MSCI the Corporation effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which requesting Holders. Upon receipt of such written notice shall specify specifying the intended method or methods of disposition of such Registrable Securities, MSCI the Corporation shall promptly give written notice of such requested registration to all other Holders of Registrable Securities. The other Holders may by written notice to the Corporation, within 15 days of the Corporation's notice, request the inclusion in such registration of any or all of the Registrable Securities held by each such other Holder. The Corporation shall promptly after the expiration of such 15-day period notify each Holder of Registrable Securities to be included in the registration of the other Holders requesting Registrable Securities to be included therein and the number of Registrable Securities requested to be included therein by each. The Corporation shall prepare and (within 90 days after the original request has been given) file with the Securities and Exchange Commission a registration statement with respect to all such Registrable Securities and thereafter use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in which requested method of disposition may be a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); providedprovided that, thatnotwithstanding the foregoing:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if the Corporation shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board stating that in the Board's good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or other material event or transaction the public disclosure of which at the time would be materially prejudicial to the Corporation) be significantly disadvantageous (a "Disadvantageous Condition") to the Corporation for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth in reasonable detail the general reasons for such judgment, the Corporation shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (written notice of which the Corporation shall promptly deliver to such Holders). Upon receipt of any such certification of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Corporation, each such Holder will deliver to the Corporation all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided that, notwithstanding anything else contained in this Agreement, (1) neither the filing nor the effectiveness of any such registration statement may be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition and (2) the Corporation may exercise its delay rights under this clause (i) on only one occasion (and then for not more than 90 days) in connection with any registration request under Section 2.01 or in any 1-year period. If so requested by the requesting Holder(s), the Corporation shall, if any registration statement shall have been withdrawn, at such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration and maintain the effectiveness thereof for such time as is required under this Agreement;
(ii) the Investor Holders may collectively exercise their rights under this Section 2.01 (1) on an unlimited number of occasions with respect to a Demand Registration registration statements on Form S-3 and (2) on not more than five occasionsthree occasions with respect to registration statements on Form S-1;
(iiiii) after one registration has been effected pursuant to this Section 2.01 at the request of the Majority Investor Holders, the Majority Management Holders may collectively exercise their rights under this
Section 2.01 with respect to a registration statement on Form S-1 on one occasion;
(iv) no registration or sale of any securities which are Registrable Securities shall be permitted hereunder at any time unless the Transfer of such securities is then permitted under the Transaction Agreement and the applicable Executive Purchase Agreement; and
(v) the Holders of Registrable Securities shall not exercise their rights have the right to require the filing of a Demand Registration registration statement pursuant to this Section 2.01 within six months following the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided for in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.01.
(b) The requesting Holders may, at any time prior to the effective date of the registration statement relating to any requested registration, revoke such request (which request will then not count as the exercise of a request for purposes of Section 2.01(a)(ii) or 2.01(a)(iii) ), without liability to any other Selling Holder requesting to have Registrable Securities included in such registration pursuant to Section 2.01(a), by providing a written notice to the Corporation revoking such request.
(c) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.01 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested (and rights of a Holder shall be deemed not to have been exercised) for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than solely by reason of some act or omission by such Holder of Registrable Securities.
(cd) In the event that a Demand Registration any registration pursuant to this Section 2.01 shall involve, in whole or in part, an underwritten offering, so long as MSCP participates in the Demand Holder shall offering, MSCP will have the right to designate select the Corporation's lead underwriter (which may be an underwriter or underwriters as the lead or managing underwriters Affiliate of MSCP) of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in offering. In connection with each Demand Registrationregistration pursuant to this Section 2.01, so long as MSCP participates in the Demand Holder offering, MSCP may select one counsel to represent all of the Holders. In the event that MSCP does not participate in the offering, the Holders participating in of a majority of the Registrable Securities to be registered shall select the lead underwriter, as well as counsel for the Holders, with respect to such offeringregistration. If any registration hereunder involves an underwritten offering and securities are to be sold therein for the account of the Corporation, then Section 5.03(f) of the Transaction Agreement shall apply with respect to such underwriting.
(de) MSCI Subject to Section 2.10, the Corporation shall have the right to cause the registration of additional equity securities for sale for the account of any Person that is not a Holder (including, without limitation, MSCI the Corporation and any existing or former directors, officers or employees of the MSCI EntitiesCorporation) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, that, provided that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIthe Corporation) that by a nationally recognized investment banking firm selected by MSCP, or, if MSCP does not participate in such registration selected by the Holders of a majority of the Registrable Securities to be registered (which shall be the lead underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities or part thereof in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
. The Holders of the Registrable Securities to be offered pursuant to paragraph (ea) The Demand Holder above may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same terms and conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among all of the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Registration Rights Agreement (Choice One Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided to Retek at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Retek effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable SecuritiesSecurities and whether the Holders wish such registration to be a Rule 415 Offering (the "Demand Notice"), MSCI Retek shall use its reasonable best efforts to promptly effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request Demand Notice (including in a Rule 415 Offering, if MSCI Retek is then eligible to register such Registrable Securities on Form S-3 (S-3, or a successor form) , for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Retek shall furnish to the Holders of Registrable Securities may collectively exercise their rights to that have made such request (within three (3) business days after Retek's receipt of the Demand Notice) a Demand Registration on certified resolution of the Board of Directors of Retek (adopted by the affirmative vote of a majority of the directors not more than five occasions;designated by the HNC Entities) stating that in the Board of
(ii) the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within (A) the six180-month day period following the effective date of the registration statement for the Initial Public Offering or (B) the -day period following the effective date of any subsequent registration and sale pursuant to the exercise of the registration rights provided in this Section 3.1 in which the Holders of Registrable Securities effected pursuant were allowed to a prior exercise include ten percent (10%) of rights to a Demand Registrationtheir Registrable Securities;
(iii) the rights Holders of Registrable Securities shall have the right to request that Retek effect a Demand Registration registration of their Registrable Securities pursuant to this Section 3.1 on not more than two (2) separate registrations during any twelve (12) month period, excluding any prior exercises of such rights that are not deemed to have been effected pursuant to Section 3.1(b). The priority of exercise for such rights shall terminate on be allocated among the tenth anniversary Holders in such manner as the Holders may agree. If Registrable Securities relating to different Request Notices delivered by more than one Holder are registered under the same registration statement, such offering shall be deemed to be a single exercise of demand rights by the date first Holder to deliver a Request Notice and the filing of only one registration statement for purposes of this AgreementSection 3.1; and
(iv) if the board Registrable Securities requested by all Holders to be registered pursuant to any Demand Notice must have an anticipated aggregate public offering price (before any underwriters' discounts or commissions) of directors at least $ ; and
(v) after the reduction in HNC's Ownership Percentage to less than percent ( %), the Holders of MSCI determines Registrable Securities may collectively exercise their rights under this Section 3.1 (through notice delivered by Holders owning in good faith that the aggregate a Demand Registration (Amajority in economic interest of the Registrable Securities then held by Holders) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall on not be entitled to invoke Blackout Periods for more than an aggregate of sixty three (603) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawoccasions.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder, or is withdrawn by Retek pursuant to Section 3.1(a)(i) or otherwise, and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Retek as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Retek to represent all such Holders participating in connection with such offering.
(d) MSCI Retek shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and Retek Entity or any existing or former directors, officers or employees of the MSCI EntitiesRetek Entities (the "Additional Securities") in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to Section 3.1(a); provided, however, that if the registration and sale of such Additional Securities would require HNC or any HNC Entity to exercise the Option to maintain HNC's then-current Ownership Percentage or ownership of percent ( %) of each class of outstanding non-voting Capital Stock, then the number of such Additional Securities shall be reduced so that exercise of the Option would not be necessary for HNC or any HNC Entity to maintain such ownership levels and provided, further, that if such Holders are advised by a nationally recognized investment banking or commercial banking firm selected by such Holders and reasonably acceptable to Retek (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, if the Demand Holder is advised in writing (with a copy to MSCI) that such firm's good faith view, the inclusion of such additional equity securities the Additional Securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then proposed to be sold by any Holder, then all or part of the Additional Securities shall be excluded from the registration. In the event that any Additional Securities are included in the registration, the registration Holders of such additional equity securities or part thereof shall not the Registrable Securities to be permitted.
(e) The Demand Holder offered may require that any such additional equity securities described in Section 3.01(d) Additional Securities be included on subject to the same conditions as are applicable to the Registrable Securities of being sold in the Demand Holder to be included therein.
(f) If offering. In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Sizeregistration statement by Retek agrees that, the Demand Holder may request if requested by a determination Selling Holder, it will not effect any public sale or distribution of its securities of the Maximum Offering Size. In the event that the Maximum Offering Size is determined same class proposed to be less registered by the Holders, or any securities convertible into the same class, during the thirty (30) days before the commencement of, during, and for a period of ninety (90) days after termination of, an offering effected by the Holders pursuant to this Section 3.1, except: (i) as part of such offering in accordance with this paragraph (d); (ii) in connection with any dividend reinvestment plan, employee stock option, bonus, retirement or other compensation plan or arrangement (other than the aggregate number secondary registrations for resales pursuant to such plans or arrangements) of Registrable Securities requested to be included in such offeringRetek; (iii) any public sale or distribution, the number of Registrable Securities to be included in the registration statement shall be reduced for which was filed with the SEC before the receipt of the notice from the requesting Holder or Holders pursuant to Section 3.1 (otherwise than pursuant to a Rule 415 Offering); or (iv) upon delivery by Retek of a written opinion addressed to the Maximum Offering Size Selling Holder from a nationally recognized investment banking firm jointly selected by Retek and the number of Registrable Securities in excess of the amount requested by the Demand Selling Holder, if anyat Retek's expense, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, stating that, any number in excess the view of a Holder’s request may such firm, such public sale and distribution by Retek could be reallocated among effected without adversely affecting the remaining requesting Holders in a like mannermarket price for the Registrable Securities.
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering IPO Date from any Holder of Registrable Securities requesting that MSCI eFunds effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI eFunds shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offeringoffering, if MSCI eFunds is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.02, if eFunds shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of eFunds (adopted by the affirmative vote of a majority of the directors not designated by Deluxe or its Affiliates) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond eFunds' reasonable control of any required financial statements, or any other event or condition of similar significance to eFunds) be significantly disadvantageous (a "Disadvantageous Condition") to eFunds for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, eFunds shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which eFunds shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by eFunds, each such Holder will deliver to eFunds all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition;
(ii) after any event which results in Deluxe and its Subsidiaries owning, in the aggregate, less than 45% of the total combined voting power of all classes of eFunds Voting Stock, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.02 on not more than five occasions;three occasions (it being acknowledged that prior to any such event, there shall be no limit to the number of occasions on which such Holders may exercise such rights; and
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 2.02 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.02.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.02 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.02 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) eFunds and, in connection with each Demand Registrationregistration pursuant to this Section 2.02, the Demand Holder such Holders may select one counsel to represent all Holders participating in such offeringHolders.
(d) MSCI eFunds shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI eFunds, and any existing or former directors, officers or employees of the MSCI EntitieseFunds and its Affiliates) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIeFunds) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to eFunds (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold or the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities Holders' Representative requesting that MSCI Instinet effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)the Holders, which notice shall specify the number of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, MSCI Instinet shall use its commercially reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”)request; provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, (A) if Instinet determines in the good faith judgment of the Board of Directors, such registration would cause Instinet to disclose material non-public information which disclosure would be materially detrimental to Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Instinet and any of its Subsidiaries and the Board of Directors concludes, as a result of such potential disclosure or interference, that it is in the best interests of Instinet to defer the filing of such registration statement at such time, 11 11 and (B) Instinet shall furnish to such Holders' Representative a certificate signed by the chief executive officer of Instinet stating that in the good faith judgment of the Board of Directors it would be materially detrimental to Instinet for such registration statement to be filed in the near future and that it is, therefore, in the best interests of Instinet to defer the filing of such registration statement, then Instinet shall have the right to defer such filing, provided that such deferral, together with any other deferral or suspension of its obligations under Section 3.1 or Section 3.3, shall not be effected more than twice in any twelve-month period or for a period of more than one hundred and twenty (120) days, in the aggregate, for all such deferrals or suspensions over such twelve-month period;
(ii) after an Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 through a Demand Registration Holders' Representative on not more than five occasionsthree occasions (it being acknowledged that prior to any Ownership Reduction, there shall be no limit to the number of occasions on which such Holders may exercise such rights; provided, that each Transferee of 10% or less of the Total Voting Power of Instinet shall be entitled to only one demand right hereunder through a Holders' Representative);
(iiiii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six90-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registrationprovided in this Section 3.1;
(iiiiv) Instinet will not be required to take any action pursuant to this Section 3.1 if the rights to effect a Demand Registrable Securities are registered at the time of such demand under an effective Shelf Registration shall terminate on the tenth anniversary of the date of this AgreementStatement; and
(ivv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder estimated market value of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance to be registered pursuant to this Section 3.1, together with applicable lawany Registrable Securities to be registered pursuant to Section 3.2, at the time such demand is made is at least $60 million.
(b) Notwithstanding any other provision of this Agreement to the contraryAgreement, a Demand Registration registration requested by a Holders' Representative of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as in accordance 12 12 with the lead provisions of the following two sentences. No later than ten Business Days following its receipt of notice by the Holders' Representative pursuant to Section 3.1(a), Instinet shall deliver to the Holders' Representative in writing a list (the "List") of at least five internationally recognized investment banking firms ranked in the top ten in the past year for equity underwritings by Thomson Financial Securities Data (or managing such similar ranking service if such ranking service ceases to exist other than by reason of merger, reorganization or consolidation or other acquisition). A majority of the Registrable Securities to be registered shall select from the List an underwriter or underwriters (the "Holders' Underwriters") and notify Instinet in writing of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, its selection of the Demand Holder may select one counsel to represent all Holders participating in such offeringHolders' Underwriters no later than ten Business Days following receipt by it of the List.
(d) MSCI Instinet shall have the right to cause the registration of additional equity securities for sale for the account of any Person (includingInstinet Entity, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) Instinet Entities or any other stockholder of Instinet who is contractually entitled to include its shares in such registration in any Demand Registrationregistration of Registrable Securities requested by the Holders' Representative pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIInstinet) that by the lead Holders' Underwriters that, in such firm's good faith view, all or a part of such Registrable Securities cannot be sold and the inclusion of all or a part of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) permitted but only to the extent such additional equity securities would be likely to have such adverse effect. The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon -------------------------------------------- written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI MIPS effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI MIPS shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI MIPS is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:: -------------
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if MIPS shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of MIPS (adopted by the affirmative vote of a majority of the directors not designated by the SGI Entities that are also directors or officers of any SGI Entity) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond MIPS's reasonable control of any required financial statements, or any other event or condition of similar significance to MIPS) be significantly disadvantageous (a "Disadvantageous Condition") to MIPS for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, MIPS shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which MIPS shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by MIPS, each such Holder will deliver to MIPS all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that -------- the filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition [and no more than three resolutions regarding Disadvantageous Conditions may be made by the Board of Directors in any two-year period.];
(ii) after any SGI Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsfour occasions (it being acknowledged that prior to any SGI Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any SGI Transferees and their Affiliates (other than SGI Entities)) may exercise such rights);
(iiiii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to MIPS as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to MIPS to represent all Holders participating in such offeringHolders.
(d) MSCI MIPS shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and MIPS Entity or any existing or former directors, officers or employees of the MSCI Entities) MIPS Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is registration and sale of -------- ------- such additional equity securities would require SGI or any SGI Entity to exercise the Option to maintain the then-current Ownership Percentage or ownership of 80% of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Option would not be necessary for SGI or any SGI Entity to maintain such ownership levels and, provided, further, that if such Holders are advised in -------- ------- writing (with a copy to MSCIMIPS) that by a nationally recognized investment banking or commercial banking firm selected by such Holders reasonably acceptable to MIPS (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI JLK effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI JLK shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI JLK is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) With respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if JLK shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the board of directors of JLK (adopted by the affirmative vote of a majority of the directors) stating that in the board of directors' good faith judgment it would, because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond JLK's reasonable control of any required financial statements, or any other event or condition of similar significance to JLK, be significantly disadvantageous (a "Disadvantageous Condition") to JLK for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, JLK shall be entitled to cause such registration statement not to be filed or to be withdrawn and the effectiveness of such registration statement terminated. In the event no registration statement has yet been filed, JLK shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which JLK shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by JLK, each such Holder will deliver to JLK all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six (6) months due to the occurrence of any particular Disadvantageous Condition;
(ii) After Kennametal ceases to beneficially own (within the meaning of Rule 13d-3 of the Exchange Act or any successor provision) less than 40% of the outstanding Common Stock, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 3.1 on not more than five occasions;three (3) occasions (it being acknowledged that prior thereto there shall be no limit to the number of occasions on which such Holders (other than any of the Kennametal Transferees and their Affiliates (and any subsequent direct or indirect Transferees of Registrable Securities from such Kennametal Transferee and any of its Affiliates)) may exercise such rights); and
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration within the this Section 3.1 in any six-month period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 3.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a), above): (i) above)unless it has become effective; (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters underwriters, reasonably acceptable to JLK, as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one legal counsel to represent all Holders participating in such offeringHolders.
(d) MSCI JLK shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI JLK and any existing or former directors, officers or employees of the MSCI EntitiesJLK) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a), above; provided, that, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIJLK) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to JLK (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Xxxxxxx effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Xxxxxxx shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Xxxxxxx is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Xxxxxxx shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Xxxxxxx (adopted by the affirmative vote of a majority of the total number of directors, without any vacancies) stating that in the Board of Directors’ good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Xxxxxxx’x reasonable control of any required financial statements, or any other event or condition of similar significance to Xxxxxxx) be significantly disadvantageous (a “Disadvantageous Condition”) to Xxxxxxx for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Xxxxxxx shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Xxxxxxx shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Xxxxxxx, each such Holder will deliver to Xxxxxxx all copies, other than permanent file copies then in such Holder’s possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Xxxxxx Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsthree occasions (it being acknowledged that prior to any Xxxxxx Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Xxxxxx Transferees and their Affiliates (other than Xxxxxx Entities)) may exercise such rights);
(iiiii) Except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Xxxxxxx as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Xxxxxxx to represent all Holders participating in such offeringHolders.
(d) MSCI Xxxxxxx shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and Xxxxxxx Entity or any existing or former directors, officers or employees of the MSCI Entities) Xxxxxxx Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is registration and sale of such additional equity securities would require Xxxxxx or any Xxxxxx Entity to exercise the Options to maintain the then-current Ownership Percentage or ownership of eighty percent (80%) of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Options would not be necessary for Xxxxxx or any Xxxxxx Entity to maintain such ownership levels and, provided, further, that if such Holders are advised in writing (with a copy to MSCIXxxxxxx) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Xxxxxxx (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm’s good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.are included
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:
(i) the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration on not more than five occasions;
(ii) the Holders of Registrable Securities shall not not, without MSCI’s consent, exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration; provided that this clause (ii) shall not be applicable to any Demand Registration requested by Xxxxxx Xxxxxxx within six-months of the date hereof;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Samples: Shareholder Agreement (MSCI Inc.)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, that:
(i) the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration on not more than five occasions;
(ii) the Holders of Registrable Securities shall not not, without MSCI’s consent, exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration; provided that this clause (ii) shall not be applicable to any Demand Registration requested by Mxxxxx Sxxxxxx within six-months of the date hereof;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Samples: Shareholder Agreement (MSCI Inc.)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Associates effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Associates shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Associates is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(iii) after any Ford Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsthree occasions (it being acknowledged that prior to any Ford Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Ford Transferees and their Affiliates (other than Ford Entities)) may exercise such rights);
(iiiii) Except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Associates as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Associates to represent all Holders participating in such offering.Holders. 11 11
(d) MSCI Associates shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and Associates Entity or any existing or former directors, officers or employees of the MSCI Entities) Associates Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is registration and sale of such additional equity securities would require Ford or any Ford Entity to exercise the Options to maintain the then-current Ownership Percentage or ownership of 80% of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Options would not be necessary for Ford or any Ford Entity to maintain such ownership levels and, provided, further, that if such Holders are advised in writing (with a copy to MSCIAssociates) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Associates (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Corporate Agreement (Associates First Capital Corp)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after from a majority in interest of the Initial Public Offering Date from any Holder of Registrable Securities Holders, requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)Holders, which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 0, if Next Level shall furnish to the Holders that have made such request a certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be seriously disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may collectively exercise their rights not be delayed for a period in excess of 60 days in any calendar year due to a Demand Registration on not the occurrence of one or more than five occasionsDisadvantageous Conditions;
(ii) the Holders of Registrable Securities shall not may collectively exercise their rights under this Section 0 on not more than four (4) occasions;
(iii) except as otherwise provided in Section 0 or elsewhere in this Agreement, the Holders shall not have the right to a Demand Registration exercise registration rights pursuant to this Section 0 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 0.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 0 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) 0 above), (i) if it shall not have become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder or ceases to be maintained effective due to a Disadvantageous Condition and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Holder within its control.
(c) In the event that a Demand Registration any registration pursuant to this Section 0 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered pursuant to this Section 0 shall have the right to designate an underwriter or underwriters reasonably acceptable to Next Level as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 0, the Demand Holder such Holders may select one counsel reasonably acceptable to Next Level to represent all Holders participating in such offeringHolders.
(d) MSCI Next Level shall have the right to cause the registration of additional equity securities for sale for the its account of any Person (including, without limitation, MSCI and or any existing or former directors, officers or employees of the MSCI Entities) Next Level Entities in any Demand Registrationregistration of Registrable Securities requested for the benefit of the Holders pursuant to paragraph 0 above; provided, however, that, if the Demand Holder is such Holders are advised in writing (with a copy to MSCINext Level) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Next Level (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by such Holders, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be registered pursuant to this Section 0 may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such registration by such Holders exceeds the number which, in the good faith view (delivered in writing) of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder (including Registrable Securities such Holder may acquire on exercise of such Holder; provided's Warrant(s)), that, provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI the Company effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI the Company shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI the Company is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, PROVIDED that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if the Company shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of the Company (adopted by the affirmative vote of a majority of the directors not designated by the SGI Entities that are also directors or officers of any SGI Entity) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond the Company's reasonable control of any required financial statements, or any other event or condition of similar significance to the Company) be significantly disadvantageous (a "Disadvantageous Condition") to the Company for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Company shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; PROVIDED, that the filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition and no more than three resolutions regarding Disadvantageous Conditions may be made by the Board of Directors in any two-year period;
(ii) after any SGI Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 (through notice delivered by Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by Holders) on not more than five occasionsfour occasions (it being acknowledged that prior to any SGI Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any SGI Transferees and their Affiliates (other than SGI Entities)) may exercise such rights);
(iiiii) Except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 3.1; and
(iv) if the board Holders of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI Registrable Securities shall not be entitled have the right to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12exercise registration rights pursuant to this Section 3.1 within the 180-month period. MSCI shall notify each Holder day period following the effective date of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof Registration Statement in connection with the offer and sale of their Registrable Securities in accordance with applicable lawInitial Public Offering.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to the Company as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel reasonably acceptable to the Company to represent all Holders participating in such offeringHolders.
(d) MSCI The Company shall have the right to cause the registration of additional equity securities for sale for its account, the account of any Person (including, without limitation, MSCI and MIPS Entity or any existing or former directors, officers or employees of the MSCI Entities) MIPS Entities in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; providedPROVIDED, thatHOWEVER, that if the Demand Holder is registration and sale of such additional equity securities would require Silicon Graphics or any SGI Entity to exercise the Option to maintain the then-current Ownership Percentage or ownership of 80% of each class of outstanding Nonvoting Stock, then the number of such additional equity securities shall be reduced so that exercise of the Option would not be necessary for Silicon Graphics or any SGI Entity to maintain such ownership levels and, PROVIDED, FURTHER, that if such Holders are advised in writing (with a copy to MSCIthe Company) that by a nationally recognized investment banking or commercial banking firm selected by such Holders reasonably acceptable to the Company (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from date hereof by a written instrument executed by any Holder of Registrable Securities one or more Holders and requesting that MSCI AT&T effect the registration under the Securities 1933 Act of (subject to clause (iv) of the proviso to this Section 2.01(a)) any or all of the Registrable Securities held by such Holder (a “Demand Holder”)requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI AT&T shall prepare and file as soon as is reasonably practicable (or, if applicable, as provided in Section 2.01(e)) with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to effect the cause such registration statement to be declared effective under the Securities 1933 Act and such Registrable Securities to be registered under applicable state securities laws of such Registrable Securities as soon as is reasonably practicable for disposition in accordance with the intended method or methods of disposition stated in such request (including request. Subject to Section 2.01(a)(i), AT&T shall use reasonable efforts to keep each such registration statement continuously effective in order to permit the prospectus forming a Rule 415 Offering, if MSCI is then eligible part thereof to register such be usable by Holders for resales of Registrable Securities for an effectiveness period ending on Form S-3 the earlier of (or a successor formi) for 30 days from the effective time of such offeringregistration statement and (ii) (a “Demand Registration”); provided, thatsuch time as all of such securities have been disposed of by the selling securityholders. Notwithstanding the foregoing:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if AT&T shall advise the Holders of Registrable Securities may collectively exercise their rights that have made such request that in AT&T's good faith judgment it would be significantly disadvantageous to AT&T for such a Demand Registration on not more than five occasions;
registration statement to be maintained effective or to be filed and become effective (iibecause in AT&T's reasonable good faith judgment (x) the Holders of Registrable Securities shall not exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise covered by such registration statement or the disclosure of rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines information therein or in good faith that a Demand Registration (A) any related prospectus or prospectus supplement would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own accountor anticipated Restructuring Transaction, acquisition, corporate reorganization financing or other significant transaction involving MSCI AT&T or its material subsidiaries or (By) would require the public disclosure of non-public material information that MSCI which AT&T has a bona fide business purpose for preserving as confidentialconfidential at the time would be materially prejudicial to AT&T) (any condition described in clauses (x) or (y), MSCI a "Disadvantageous Condition", and any Disadvantageous Condition that could affect or interfere with a Restructuring Transaction (including the timing thereof), a "Restructuring Transaction Disadvantageous Condition"), AT&T shall be entitled, except as provided below, to cause such registration statement to be withdrawn and/or the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to defer the filing file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which AT&T shall promptly deliver to such Holders); however, AT&T will during any such postponement take all actions reasonably necessary or desirable in order to be able to promptly file, or request effectiveness of a registration statement, or as the case may be, upon termination of any such postponement period. AT&T shall cause the offering of the Registrable Securities so specified in the request to suspend be registered as soon as is reasonably practicable after the Disadvantageous Condition ceases to exist. Upon receipt of any such advice of a Disadvantageous Condition, such Holders shall (A) keep confidential such advice and the fact of such Disadvantageous Condition and any information provided by AT&T in connection therewith, (B) forthwith discontinue use of an effective the prospectus contained in such registration statement, statement for the shortest duration of the delay period permitted hereunder, and (C) if so directed by AT&T, deliver to AT&T (at AT&T's expense) all copies then in the Holders' possession, other than permanent file copies, of time reasonably required such prospectus. Notwithstanding anything else contained herein, (x) neither the filing nor the effectiveness nor the maintenance of effectiveness of such registration statement may be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition (other than any Restructuring Transaction Disadvantageous Condition) and (y) AT&T may exercise its delay rights under this clause (i) for not more than a total of 180 days in any 24-month period; provided, however, that any delay arising from a Restructuring Transaction Disadvantageous Condition shall not count towards such 180-day limitation;
(ii) the Holders may collectively exercise their rights to request a registration under this Section 2.01(a) on not more than two occasions (each such periodregistration being referred to herein as a "Demand Registration"), a “Blackout Period”); provided, that, MSCI shall and AT&T will not be entitled required to invoke Blackout Periods for effect more than an aggregate of sixty (60) days one Demand Registration in any 12six-month period. MSCI shall notify each Holder ;
(iii) the method of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the disposition requested by Holders to resume the use thereof in connection with the offer and sale any registration hereunder may not, without AT&T's written consent, be a Rule 415 Offering;
(iv) a request for registration of their Registrable Securities pursuant to this Section 2.01 may not be made at any time unless the Registrable Securities subject to such request have a fair market value of at least $500,000,000, unless such registration is in accordance with applicable lawrespect of all remaining Registrable Securities held by the Holder making such request.
(b) Notwithstanding any other provision of this Agreement to the contrary,
(i) the Holders having requested any Demand Registration shall have the right to withdraw such request (A) prior to the time the registration statement in respect of such Demand Registration has been declared effective, or after the time such registration statement has been declared effective so long as the Holders are the only persons selling securities under such registration statement (provided that, in either case, such Demand Registration shall be deemed a request for purposes of paragraph (a) above unless the Holders reimburse AT&T for all out-of-pocket costs incurred in connection therewith or the withdrawal is as a direct result of the delay occasioned by AT&T pursuant to Section 2.01(a)(i)) or (B) after a stop order, injunction or other order has been issued by a governmental agency or the Commission which interferes with the Demand Registration and
(ii) a Demand Registration requested by Holders pursuant to this Section 2.01 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested (and the rights of a Holder shall be deemed not to have been exercised) for purposes of paragraph (a) above), (A) if the registration statement for such Demand Registration has not become effective under the 1933 Act, (B) if after such registration statement became effective under the 1933 Act, it is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by any Holder and, as a result thereof, in the reasonable good faith view of the Holders or the underwriter or underwriters of any underwritten offering, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement or (C) if the registration statement relating to such Demand Registration has been declared effective and AT&T has exercised its right to cause such registration statement to be withdrawn or not to be maintained effective pursuant to Section 2.01(a)(i), or (D) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or, with the consent of AT&T, the Holders or the lead underwriter, as applicable, waived (other than due to any action or inaction by a Holder).
(c) In the event that a Demand Registration any registration pursuant to this Section 2.01 shall involve, in whole or in part, an underwritten offering, the Demand Holder one co-lead managing underwriter shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering be selected by AT&T and shall be reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.therein, and the other co-lead underwriter shall be selected by the Holders participating therein and shall be reasonably acceptable to AT&T. Any additional co-managing underwriters shall be selected by AT&T.
(d) MSCI AT&T shall have the right to cause the registration of additional equity securities shares of Common Stock for sale for the account of any Person that is not a Holder (including, without limitation, MSCI and (i) AT&T and/or any existing or former directors, officers or employees of AT&T and/or (ii) any other Person holding Common Stock and having the MSCI Entitiesright to request such registration (collectively, "non-Holders") in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above; providedprovided that if, thatin connection with an underwritten offering, if AT&T and the Demand Holder is Selling Holders are advised in writing (with a copy to MSCIHolders) that by the inclusion of such additional equity securities managing underwriter or underwriters (which shall have been selected in such registration would be likely to exceed the Maximum Offering Sizeaccordance with Section 2.01(c)) that, in its or their reasonable good faith view, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested by non-Holders to be registered exceeds the number that can be sold in such offering without adversely affecting such offering, then the number of securities that can, in the reasonable good faith view of such managing underwriter or underwriters, be sold in such offering without so adversely affecting such offering shall be included in a Demand Registration would be likely to exceed such registration in the Maximum Offering Sizefollowing priority: (i) first, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of all Registrable Securities the Holders propose to sell and (ii) second, any other securities requested to be included in such offeringregistration by non-Holders, which, in the number reasonable good faith view of such managing underwriter or underwriters, can be so sold without materially adversely affecting such offering (allocated, if necessary, in AT&T's sole discretion), subject to any registration rights agreement existing on the date hereof.
(e) In the event the Holder makes its first request for Demand Registration within two business days of the date hereof and such Demand Registration relates to an underwritten offering not involving the sale of securities on a delayed or continuous basis, AT&T shall prepare and use all reasonable efforts to file, by or on the later of (i) the fourth business day after expiration of the Wireless Exchange Offer and (ii) 21 business days from the date AT&T receives such request for Demand Registration (or such earlier time as every Person contractually entitled to notice of AT&T's intention to effect such Demand Registration has responded to such notice and has waived AT&T's obligation to provide advance notice of the filing of a registration statement), with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable efforts to cause such registration statement to be declared effective under the 1933 Act and such Registrable Securities to be included registered under applicable state securities laws as soon as is reasonably practicable for disposition in accordance with the registration statement intended method or methods of disposition stated in such request. Other than as to the timing of filing, any Demand Registration shall be reduced subject to the Maximum Offering Size other provisions and procedures of this Section 2.01 and this Agreement to the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting same extent as such provisions and procedures are applicable to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like mannerregistrations under Section 2.01(a) hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Cox Communications Inc /De/)
Demand Registration - Registrable Securities. (a) Upon written notice provided (i) at any time after the Initial Public Offering Date from any Holder of Registrable Securities General Instrument requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder the GI Holders or (a “Demand Holder”)ii) at any time from Spenxxx Xxxxx xxxuesting that Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by the ST Holders, each of which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Next Level shall furnish to the Holders that have made such request a certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be significantly disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of 60 days in any calendar year due to the occurrence of one or more Disadvantageous Conditions;
(ii) after the General Instrument Ownership Reduction, the GI Holders may collectively exercise their rights to under this Section 2.1 (through notice delivered by the GI Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by the GI Holders) on not more than five four occasions (it being acknowledged that prior to the General Instrument Ownership Reduction, there shall be no limit to the number of occasions on which the GI Holders may exercise such rights);
(iii) the ST Holders may collectively exercise their rights under this Section 2.1 (through notice delivered by Spenxxx Xxxxx) xx not more than three occasions;
(iiiv) except as otherwise provided in Section 2.2 or elsewhere in this Agreement, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 2.1 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
, (ci) In the event that a Demand Registration if it shall involvenot have become effective, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptableii) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in after it has become effective such registration would be likely to exceed the Maximum Offering Sizeis interfered with by any stop order, the registration of such additional equity securities injunction or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.order or requirement
Appears in 1 contract
Samples: Registration Rights Agreement (Next Level Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI XXX effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI XXX shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI XXX is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) With respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if XXX shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the board of directors of XXX (adopted by the affirmative vote of a majority of the directors) stating that in the board of directors' good faith judgment it would, because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond ELI's reasonable control of any required financial statements, or any other event or condition of similar significance to XXX, be significantly disadvantageous (a "Disadvantageous Condition") to XXX for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, XXX shall be entitled to cause such registration statement not to be filed or to be withdrawn and the effectiveness of such registration statement terminated. In the event no registration statement has yet been filed, XXX shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which XXX shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by XXX, each such Holder will deliver to XXX all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of two (2) months due to the occurrence of any particular Disadvantageous Condition;
(ii) After Citizens ceases to beneficially own (within the meaning of Rule 13d-3 of the Exchange Act or any successor provision) less than 40% of the outstanding Common Stock, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.1 on not more than five occasionsthree (3) occasions (it being acknowledged that prior thereto there shall be no limit to the number of occasions on which such Holders (other than any of the Citizens Transferees and their Affiliates (and any subsequent direct or indirect Transferees of Registrable Securities from such Citizens Transferee and any of its Affiliates)) may exercise such rights);
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration within the this Section 2.1 in any six-month period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 2.1; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI XXX shall be entitled under no obligation to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in include any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawa registration statement unless XXX shall have received from the Holders of Registrable Securities a request for inclusion of not less than 75,000 Registrable Securities.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a), above): (i) above)unless it has become effective; (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters underwriters, reasonably acceptable to XXX, as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one legal counsel to represent all Holders participating in such offeringHolders.
(d) MSCI XXX shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI XXX and any existing or former directors, officers or employees of the MSCI EntitiesXXX) in any Demand Registrationregistration of Registrable Securities requested by the Holders pursuant to paragraph (a), above; provided, that, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIXXX) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to XXX (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Registration Rights Agreement (Electric Lightwave Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities Holders' Representative requesting that MSCI Instinet effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)the Holders, which notice shall specify the number of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, MSCI Instinet shall use its commercially reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”)request; provided, provided that:
(i) the Holders of Registrable Securities may collectively exercise their rights with respect to a Demand Registration on not more than five occasions;
(ii) the Holders of Registrable Securities shall not exercise their rights to a Demand Registration within the six-month period following any registration and sale of Registrable Securities effected statement filed, or to be filed, pursuant to a prior exercise of rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration Section 3.1, (A) if Instinet determines in the good faith judgment of the Board of Directors, such registration would cause Instinet to disclose material non-public information which disclosure would be materially detrimental to Instinet or would materially impede, delay, interfere with or otherwise materially adversely affect any pending material financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or merger or other significant transaction involving MSCI Instinet and any of its Subsidiaries and the Board of Directors concludes, as a result of such potential disclosure or (B) would require disclosure interference, that it is in the best interests of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled Instinet to defer the filing or effectiveness of such registration statement at such time, and (B) Instinet shall furnish to such Holders' Representative a certificate signed by the chief executive officer of Instinet stating that in the good faith judgment of the Board of Directors it would be materially detrimental to Instinet for such registration statement to be filed in the near future and that it is, therefore, in the best interests of Instinet to defer the filing of such registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder then Instinet shall have the right to designate an underwriter defer such filing, provided that such deferral, together with any other deferral or underwriters as the lead or managing underwriters suspension of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in its obligations under Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.3.1 or
Appears in 1 contract
Demand Registration - Registrable Securities. (a) -------------------------------------------- Upon written notice provided at any time after the Initial Public Offering IPO Date from any Holder of Registrable Securities requesting that MSCI Blockbuster effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Blockbuster shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Blockbuster is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if Blockbuster shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Blockbuster (adopted by the affirmative vote of a majority of the directors not designated by Viacom or its Affiliates) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Blockbuster' reasonable control of any required financial statements, or any other event or condition of similar significance to Blockbuster) be significantly disadvantageous (a "Disadvantageous Condition") to ------------------------- Blockbuster for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Blockbuster shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Blockbuster shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Blockbuster, each such Holder will deliver to Blockbuster all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided that the -------- filing of any such registration statement may not be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition;
(ii) after any Viacom Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.01 on not more than five occasions;three occasions (it being acknowledged that prior to any Viacom Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Viacom Transferees and their Affiliates (other than Viacom or its Affiliates)) may exercise such rights); and
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 2.01 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable law.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above)rights provided in this Section 2.01.
(c) In the event that a Demand Registration shall involve, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities Holders' Representative requesting that MSCI Instinet effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)the Holders, which notice shall specify the number of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, MSCI Instinet shall use its commercially reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”)request; provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, (A) if Instinet determines in the good faith judgment of the Board of Directors, such registration would cause Instinet to disclose material non-public information which disclosure would be materially detrimental to Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Instinet and any of its Subsidiaries and the Board of Directors concludes, as a result of such potential disclosure or interference, that it is in the best interests of Instinet to defer the filing of such registration statement at such time, and (B) Instinet shall furnish to such Holders' Representative a certificate signed by the chief executive officer of Instinet stating that in the good faith judgment of the Board of Directors it would be materially detrimental to Instinet for such registration statement to be filed in the near future and that it is, therefore, in the best interests of Instinet to defer the filing of such registration statement, then Instinet shall have the right to defer such filing, provided that such deferral, together with any other deferral or suspension of its obligations under Section 3.1 or Section 3.3, shall not be effected more than twice in any twelve-month period or for a period of more than one hundred and twenty (120) days, in the aggregate, for all such deferrals or suspensions over such twelve-month period;
(ii) after an Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 through a Demand Registration Holders' Representative on not more than five occasionsthree occasions (it being acknowledged that prior to any Ownership Reduction, there shall be no limit to the number of occasions on which such Holders may exercise such rights; provided, that each Transferee of 10% or less of the Total Voting Power of Instinet shall be entitled to only one demand right hereunder through a Holders' Representative);
(iiiii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six90-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registrationprovided in this Section 3.1;
(iiiiv) Instinet will not be required to take any action pursuant to this Section 3.1 if the rights to effect a Demand Registrable Securities are registered at the time of such demand under an effective Shelf Registration shall terminate on the tenth anniversary of the date of this AgreementStatement; and
(ivv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder estimated market value of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance to be registered pursuant to this Section 3.1, together with applicable lawany Registrable Securities to be registered pursuant to Section 3.2, at the time such demand is made is at least $60 million.
(b) Notwithstanding any other provision of this Agreement to the contraryAgreement, a Demand Registration registration requested by a Holders' Representative of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above).
, (ci) In the event that a Demand Registration shall involveunless it has become effective, in whole or in part, an underwritten offering, the Demand Holder shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptableii) and, in connection with each Demand Registration, the Demand Holder may select one counsel to represent all Holders participating in such offering.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.after it has become effective such
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided (i) at any time after the Initial Public Offering Date from any Holder of Registrable Securities General Instrument requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder the GI Holders or (a “Demand Holder”)ii) at any time from Spenxxx Xxxxx xxxuesting that Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by the ST Holders, each of which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Next Level shall furnish to the Holders that have made such request a 5 5 certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be significantly disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of 60 days in any calendar year due to the occurrence of one or more Disadvantageous Conditions;
(ii) after the General Instrument Ownership Reduction, the GI Holders may collectively exercise their rights to under this Section 2.1 (through notice delivered by the GI Holders owning in the aggregate a Demand Registration majority in economic interest of the Registrable Securities then held by the GI Holders) on not more than five four occasions (it being acknowledged that prior to the General Instrument Ownership Reduction, there shall be no limit to the number of occasions on which the GI Holders may exercise such rights);
(iii) the ST Holders may collectively exercise their rights under this Section 2.1 (through notice delivered by Spenxxx Xxxxx) xx not more than three occasions;
(iiiv) the Holders of Registrable Securities shall not exercise their rights to a Demand Registration Section 2.1 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) if it shall not have become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder or cease to be maintained effective due to a Disadvantageous Condition and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Holder within its control.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered pursuant to this Section 2.1 shall have the right to designate an underwriter or underwriters reasonably acceptable to Next Level as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Next Level to represent all Holders participating in such offeringHolders.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by such Holders, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be registered pursuant to this Section 2.1 may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such registration by such Holders exceeds the number which, in the good faith view (delivered in writing) of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Registration Rights Agreement (Next Level Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after from a majority in interest of the Initial Public Offering Date from any Holder of Registrable Securities Holders, requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)Holders, which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Next Level shall furnish to the Holders that have made such request a certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be seriously disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may collectively exercise their rights not be delayed for a period in excess of 60 days in any calendar year due to a Demand Registration on not the occurrence of one or more than five occasionsDisadvantageous Conditions;
(ii) the Holders of Registrable Securities shall not may collectively exercise their rights under this Section 2.1 and under Section 2.1 of the Registration Rights Agreement by and between Motorola and Next Level dated as of May 16, 2001, as amended (the "Existing Registration Rights Agreement"), on not more than four (4) occasions;
(iii) except as otherwise provided in Section 2.2 or elsewhere in this Agreement, the Holders shall not have the right to a Demand Registration exercise registration rights pursuant to this Section 2.1 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) if it shall not have become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder or ceases to be maintained effective due to a Disadvantageous Condition and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Holder within its control.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered pursuant to this Section 2.1 shall have the right to designate an underwriter or underwriters reasonably acceptable to Next Level as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Next Level to represent all Holders participating in such offeringHolders.
(d) MSCI Next Level shall have the right to cause the registration of additional equity securities for sale for the its account of any Person (including, without limitation, MSCI and or any existing or former directors, officers or employees of the MSCI Entities) Next Level Entities in any Demand Registrationregistration of Registrable Securities requested for the benefit of the Holders pursuant to paragraph (a) above; provided, however, that, if the Demand Holder is such Holders are advised in writing (with a copy to MSCINext Level) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Next Level (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by such Holders, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be registered pursuant to this Section 2.1 may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such registration by such Holders exceeds the number which, in the good faith view (delivered in writing) of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder (including Registrable Securities such Holder may acquire on exercise of such Holder; provided's Warrant(s)), that, provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Samples: Registration Rights Agreement (Next Level Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI ELI effect the registration under the Securities Act of any or xx all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI ELI shall use its reasonable best efforts to effect the registration under the xxx Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI ELI is then eligible to register such Registrable Securities on Form ox Xorm S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) (With respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if ELI shall furnish to the Holders of Registrable Securxxxes that have made such request a certified resolution of the board of directors of ELI (adopted by the affirmative vote of a majority of thx directors) stating that in the board of directors' good faith judgment it would, because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond ELI's reasonable control of any required financial statements, or any other event or condition of similar significance to ELI, be significantly disadvantageous (a "Disadvantxxxous Condition") to ELI for such a registration statement to be maintained xxfective, or to be filed and become effective, and setting forth the general reasons for such judgment, ELI shall be entitled to cause such registration statement not to be filed or to be withdrawn and the effectiveness of such registration statement terminated. In the event no registration statement has yet been filed, ELI shall be entitled not to file any such registration xtatement, until such Disadvantageous Condition no longer exists (notice of which ELI shall promptly deliver to such Holders). Upon rexxxpt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by ELI, each such Holder will deliver to ELI all copies, other thxx permanent file copies then xn such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of two (2) months due to the occurrence of any particular Disadvantageous Condition;
(ii) After Citizens ceases to beneficially own (within the meaning of Rule 13d-3 of the Exchange Act or any successor provision) less than 40% of the outstanding Common Stock, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 2.1 on not more than five occasionsthree (3) occasions (it being acknowledged that prior thereto there shall be no limit to the number of occasions on which such Holders (other than any of the Citizens Transferees and their Affiliates (and any subsequent direct or indirect Transferees of Registrable Securities from such Citizens Transferee and any of its Affiliates) may exercise such rights);
(iiiii) the The Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration within the this Section 2.1 in any six-month period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this AgreementSection 2.1; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect ELI shall be under no obligation to include any pending financing, registration of securities by MSCI Registxxxle Securities in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit unless ELI shall have received from the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawXxxurities a request for inclusion of not less than 75,000 Registrable Securities.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a), above): (i) above)unless it has become effective; (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement; or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters underwriters, reasonably acceptable to ELI, as the lead or managing underwriters of such underwritten underwrittxx offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one legal counsel to represent all Holders participating in such offeringHolders.
(d) MSCI ELI shall have the right to cause the registration of additional additixxxl equity securities for sale for the account of any Person (including, without limitation, MSCI ELI and any existing or former directors, officers or employees employexx of the MSCI EntitiesELI) in any Demand Registrationregistration of Registrable Securities requested by thx Xolders pursuant to paragraph (a), above; provided, that, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIELI) that by a nationally recognized investment banking firm selected xx such Holders reasonably acceptable to ELI (which shall be the lead underwriter or a managing underwriter xx the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Registration Rights Agreement (Electric Lightwave Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities Holders' Representative requesting that MSCI Instinet effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)the Holders, which notice shall specify the number of such Registrable Securities to be registered and the intended method or methods of disposition of such Registrable Securities, MSCI Instinet shall use its commercially reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”)request; provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, (A) if Instinet determines in the good faith judgment of the Board of Directors, such registration would cause Instinet to disclose material non-public information which disclosure would be materially detrimental to Instinet or would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving Instinet and any of its Subsidiaries and the Board of Directors concludes, as a result of such potential disclosure or interference, that it is in the best interests of Instinet to defer the filing of such registration statement at such time, and (B) Instinet shall furnish to such Holders' Representative a certificate signed by the chief executive officer of Instinet stating that in the good faith judgment of the Board of Directors it would be materially detrimental to Instinet for such registration statement to be filed in the near future and that it is, therefore, in the best interests of Instinet to defer the filing of such registration statement, then Instinet shall have the right to defer such filing, provided that such deferral, together with any other deferral or suspension of its obligations under Section 3.1 or Section 3.3, shall not be effected more than twice in any twelve-month period or for a period of more than one hundred and twenty (120) days, in the aggregate, for all such deferrals or suspensions over such twelve-month period;
(ii) after an Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights to under this Section 3.1 through a Demand Registration Holders' Representative on not more than five occasionsthree occasions (it being acknowledged that prior to any Ownership Reduction, there shall be no limit to the number of occasions on which such Holders may exercise such rights; provided, that each Transferee of 10% or less of the Total Voting Power of Instinet shall be entitled to only one demand right hereunder through a Holders' Representative);
(iiiii) except as otherwise provided herein, the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 3.1 within the six90-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registrationprovided in this Section 3.1;
(iiiiv) Instinet will not be required to take any action pursuant to this Section 3.1 if the rights to effect a Demand Registrable Securities are registered at the time of such demand under an effective Shelf Registration shall terminate on the tenth anniversary of the date of this AgreementStatement; and
(ivv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder estimated market value of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance to be registered pursuant to this Section 3.1, together with applicable lawany Registrable Securities to be registered pursuant to Section 3.2, at the time such demand is made is at least $60 million.
(b) Notwithstanding any other provision of this Agreement to the contraryAgreement, a Demand Registration registration requested by a Holders' Representative of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as in accordance with the lead provisions of the following two sentences. No later than ten Business Days following its receipt of notice by the Holders' Representative pursuant to Section 3.1(a), Instinet shall deliver to the Holders' Representative in writing a list (the "List") of at least five internationally recognized investment banking firms ranked in the top ten in the past year for equity underwritings by Thomson Financial Securities Data (or managing such similar ranking service if such ranking service ceases to exist other than by reason of merger, reorganization or consolidation or other acquisition). The Holders of a majority of the Registrable Securities to be registered shall select from the List an underwriter or underwriters (the "Holders' Underwriters") and notify Instinet in writing of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registration, its selection of the Demand Holder may select one counsel to represent all Holders participating in such offeringHolders' Underwriters no later than ten Business Days following receipt by it of the List.
(d) MSCI Instinet shall have the right to cause the registration of additional equity securities for sale for the account of any Person (includingInstinet Entity, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) Instinet Entities or any other stockholder of Instinet who is contractually entitled to include its shares in such registration in any Demand Registrationregistration of Registrable Securities requested by the Holders' Representative pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIInstinet) that by the lead Holders' Underwriters that, in such firm's good faith view, all or a part of such Registrable Securities cannot be sold and the inclusion of all or a part of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
(e) permitted but only to the extent such additional equity securities would be likely to have such adverse effect. The Demand Holder Holders of the Registrable Securities to be offered may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided by Computer Associates to the Company at any time after the Initial Public 180-day period following the completion of the initial sale of Common Stock in the Offering Date from any Holder of Registrable Securities (the "IPO Date") (or such earlier date as permitted by X.X. Xxxxxx Securities, Inc.) requesting that MSCI the Company effect the registration under the Securities Act of any or all of the Registrable Securities Common Stock (and any stock or other securities into which or for which such Common Stock may hereafter be changed, converted or exchanged and any other shares or securities issued to Computer Associates (or such shares or other securities into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, share exchange, merger, consolidation or similar transaction or event) held by such Holder Computer Associates (a “Demand Holder”the "Registrable Securities"), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI the Company shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act (a "Rule 415 Offering"), if MSCI the Company is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 1, if the Holders Company shall furnish to Computer Associates a certified resolution of the Board of Directors of the Company adopted by the affirmative vote of the directors not designated by Computer Associates stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond the Company's reasonable control of any required financial statements, or any other event or condition of similar significance to the Company) be significantly disadvantageous (a "Disadvantageous Condition") to the Company for such a registration statement to be filed and become effective, or to be maintained effective, and setting forth the general reasons for such judgment, the Company shall be entitled not to file any such registration statement, or, if a registration statement has been filed, to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, until such Disadvantageous Condition no longer exists (notice of which the Company shall promptly deliver to Computer Associates). Upon receipt of any such notice of a Disadvantageous Condition, Computer Associates shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, Computer Associates will deliver to the Company all copies, other than permanent file copies then in Computer Associates' possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may collectively exercise their rights not be delayed for a period in excess of three months due to a Demand Registration on not the occurrence of any particular Disadvantageous Condition or for more than five occasionsa total of three months in any 12-month period for any reason pursuant to this paragraph (a);
(ii) the Holders of Registrable Securities Except as otherwise provided herein, Computer Associates shall not have the right to exercise their registration rights pursuant to a Demand Registration this Section 1 within the six180-month day period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;provided in this Section 1; and
(iii) the Computer Associates may exercise its rights to effect a Demand Registration shall terminate under this Section 1 on the tenth anniversary of the date of this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawthree occasions.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by Computer Associates pursuant to this Section 1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission ("SEC") or other governmental agency or court for any reason other than a misrepresentation or an omission by Computer Associates and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in any purchase agreement or underwriting agreement entered into in connection with any such registration are not satisfied or waived other than by reason of some act or omission by Computer Associates.
(c) In the event that a Demand Registration any registration pursuant to this Section 1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Computer Associates shall have the right to designate an underwriter or underwriters reasonably acceptable to the Company as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 1, the Demand Holder Computer Associates may select one counsel reasonably acceptable to the Company to represent all Holders participating in such offeringComputer Associates.
(d) MSCI The Company shall have the right to cause the registration of additional equity securities for sale for its account or the account of any Person (including, without limitation, MSCI and any of its existing or former directors, officers or employees of the MSCI Entities) in any Demand Registrationregistration of Registrable Securities requested by Computer Associates pursuant to paragraph (a) above; provided, thathowever, that if the Demand Holder Computer Associates is advised in writing (with a copy to MSCIthe Company) that by a nationally recognized investment banking firm selected by Computer Associates reasonably acceptable to the Company (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by Computer Associates, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder . Computer Associates may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by Computer Associates on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by Computer Associates exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced accordingly.
(e) As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the Maximum Offering Size sale by Computer Associates shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the number of Registrable public in accordance with Rule 144 promulgated under the Securities in excess of the amount requested Act ("Rule 144"), (iii) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Demand Holder, if any, Company and subsequent disposition of them shall be allocated pro rata among not require registration or qualification of them under the other Holders requesting Securities Act or any state securities or blue sky law then in effect or (iv) such securities shall have ceased to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manneroutstanding.
Appears in 1 contract
Samples: Registration Rights Agreement (Accpac International Inc)
Demand Registration - Registrable Securities. (a) Upon written notice -------------------------------------------- provided at any time after the Initial Public Offering Date from any Holder of Registrable Securities requesting that MSCI Abercrombie & Fitch effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which notice shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Abercrombie & Fitch shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Abercrombie & Fitch is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.1, if Abercrombie & Fitch shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Abercrombie & Fitch (adopted by the affirmative vote of a majority of the directors not designated by the Limited Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Abercrombie & Fitch's reasonable control of any required financial statements, or any other event or condition of similar significance to Abercrombie & Fitch) be significantly disadvantageous (a "Disadvantageous Condition") to Abercrombie & Fitch for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Abercrombie & Fitch shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Abercrombie & Fitch shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Abercrombie & Fitch, each such Holder will deliver to Abercrombie & Fitch all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of -------- any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition;
(ii) after the occurrence of the Limited Ownership Reduction, if any, the Holders of Registrable Securities may collectively exercise their rights to a Demand Registration under this Section 3.1 on not more than five occasions;three occasions (it being acknowledged that prior to the Limited Ownership Reduction, if any, there shall be no limit to the number of occasions on which such Holders (other than any of the Limited Transferees and their Affiliates (other than the Limited Entities)) may exercise such rights); and
(iiiii) the Holders of Registrable Securities shall not have the right to exercise their registration rights pursuant to a Demand Registration within the this Section 3.1 in any six-month period following any the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 3.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 3.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by such Holder of Registrable Securities.
(c) In the event that a Demand Registration any registration pursuant to this Section 3.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx Abercrombie & Co. Incorporated is reasonably acceptable) Fitch and, in connection with each Demand Registrationregistration pursuant to this Section 3.1, the Demand Holder such Holders may select one counsel to represent all Holders participating in such offeringHolders.
(d) MSCI shall have the right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, MSCI and any existing or former directors, officers or employees of the MSCI Entities) in any Demand Registration; provided, that, if the Demand Holder is advised in writing (with a copy to MSCI) that the inclusion of such additional equity securities in such registration would be likely to exceed the Maximum Offering Size, the registration of such additional equity securities or part thereof shall not be permitted.
(e) The Demand Holder may require that any such additional equity securities described in Section 3.01(d) be included on the same conditions as the Registrable Securities of the Demand Holder to be included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, any number in excess of a Holder’s request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
Demand Registration - Registrable Securities. (a) Upon written notice provided At any time, one or more Holders holding in the aggregate at any time after least 40% of the Initial Public Offering Date from any Holder of Registrable Securities requesting (assuming, for purposes of calculating such percentage, that MSCI all Warrants outstanding at such time have been exercised in full) may request in writing that the Corporation effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”), which requesting Holders. Upon receipt of such written notice shall specify specifying the intended method or methods of disposition of such Registrable Securities, MSCI the Corporation shall promptly give written notice of such requested registration to all other Holders of Registrable Securities. The other Holders may by written notice to the Corporation, within 15 days of the Corporation's notice, request the inclusion in such registration of any or all of the Registrable Securities held by each such other Holder. The Corporation shall promptly after the expiration of such 15-day period notify each Holder of Registrable Securities to be included in the registration of the other Holders requesting Registrable Securities to be included therein and the number of Registrable Securities requested to be included therein by each. The Corporation shall prepare and (within 90 days after the original request has been given) file with the Securities and Exchange Commission a registration statement with respect to all such Registrable Securities and thereafter use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in which requested method of disposition may be a Rule 415 Offering, if MSCI is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); providedprovided that, thatnotwithstanding the foregoing:
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.01, if the Corporation shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board stating that in the Board's good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or other material event or transaction the public disclosure of which at the time would be materially prejudicial to the Corporation) be significantly disadvantageous (a "DISADVANTAGEOUS CONDITION") to the Corporation for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth in reasonable detail the general reasons for such judgment, the Corporation shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (written notice of which the Corporation shall promptly deliver to such Holders). Upon receipt of any such certification of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Corporation, each such Holder will deliver to the Corporation all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided that, notwithstanding anything else contained in this Agreement, (1) neither the filing nor the effectiveness of any such registration statement may collectively be delayed for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition and (2) the Corporation may exercise its delay rights under this clause (i) on only one occasion (and then for not more than 90 days) in connection with any registration request under Section 2.01 or in any 1-year period. If so requested by the requesting Holder(s), the Corporation shall, if any registration statement shall have been withdrawn, at such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration and maintain the effectiveness thereof for such time as is required under this Agreement;
(ii) the Holders may exercise their rights under this Section 2.01 (1) on an unlimited number of occasions with respect to a Demand Registration registration statements on Form S-3 and (2) on not more than five occasions;three occasions with respect to registration statements on Form S-1; provided that so long as the Corporation is Form S-3 eligible at the time the Holders propose to exercise their rights under this Section 2.01 with respect to an offering of Registrable Securities, the Holders may exercise their rights under this Section 2.01 only with respect to registration statements on Form S-3, unless the estimated proceeds of such offering exceed $10,000,000; and
(iiiii) the Holders of Registrable Securities shall not exercise their rights have the right to require the filing of a Demand Registration registration statement pursuant to this Section 2.01 (x) within six months following the six-month period following any registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided for in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI Section 2.01 or (By) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawhaving an expected aggregate offering price of less than $1,000,000.
(b) The requesting Holders may, at any time prior to the effective date of the registration statement relating to any requested registration, revoke such request (which request will then not count as the exercise of a request for purposes of Section 2.01(a)(ii)), without liability to any other Selling Holder requesting to have Registrable Securities included in such registration pursuant to Section 2.01(a), by providing a written notice to the Corporation revoking such request.
(c) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder of Registrable Securities pursuant to this Section 2.01 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested (and rights of a Holder shall be deemed not to have been exercised) for purposes of paragraph (a) above), (i) unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than solely by reason of some act or omission by such Holder of Registrable Securities.
(cd) In the event that a Demand Registration any registration pursuant to this Section 2.01 shall involve, in whole or in part, an underwritten offering, so long as MS&C and its Affiliates hold at least 40% of the Demand Holder shall Registrable Securities at such time, MS&C will have the right to designate select the Corporation's lead underwriter (which may be an underwriter or underwriters as the lead or managing underwriters Affiliate of MS&C) of such underwritten offering. Otherwise, if (i) any of the Holders who hold Warrants or Warrant Shares on the date hereof hold any Warrants or Warrant Shares at the time of any proposed registration pursuant to this Section 2.01, such Holders will have the right to select such lead underwriter and (ii) otherwise, the Holders of a majority of the Registrable Securities participating in the underwritten offering reasonably acceptable will have the right to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in select such lead underwriter. In connection with each Demand Registrationregistration pursuant to this Section 2.01, so long as MS&C participates in the Demand Holder offering, MS&C may select one counsel to represent all of the Selling Holders. In the event that MS&C does not participate in the offering, the Holders participating in of a majority of the Registrable Securities to be registered shall select the lead underwriter, as well as counsel for the Selling Holders, with respect to such offeringregistration.
(de) MSCI Subject to Section 2.10, the Corporation shall have the right to cause the registration of additional equity securities for sale for the account of any Person that is not a Holder (including, without limitation, MSCI the Corporation and any existing or former directors, officers or employees of the MSCI EntitiesCorporation and any other equity holders of the Corporation) (any such Person other than the Corporation, an "OTHER HOLDER") in any Demand Registration; providedregistration of Registrable Securities requested by the Holders pursuant to paragraph (a) above, thatso long as, with respect to any Other Holder, such additional equity securities are being registered by the Corporation pursuant to the exercise by such Other Holder of contractual piggyback registration rights (i) provided that if the Demand Holder is such Holders are advised in writing (with a copy to MSCIthe Corporation) that by a nationally recognized investment banking firm selected in accordance with paragraph (d) above (which shall be the lead underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and the inclusion of such additional equity securities or part thereof in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the registration of such additional equity securities or part thereof shall not be permitted.
. The Holders of the Registrable Securities to be offered pursuant to paragraph (ea) The Demand Holder above may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same terms and conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If . In the Demand Holder believes event that the aggregate number of Registrable Securities requested to be included in a Demand Registration would registration statement by the Holders thereof exceeds the number which, in the good faith view of such investment banking firm, can be likely to exceed sold without adversely affecting the Maximum Offering Sizeprice, timing, distribution or sale of securities in the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among all of the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder; provided, that, Holder (provided that any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner).
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Choice One Communications Inc)
Demand Registration - Registrable Securities. (a) Upon written notice provided at any time after from a majority in interest of the Initial Public Offering Date from any Holder of Registrable Securities Holders, requesting that MSCI Next Level effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder (a “Demand Holder”)Holders, which notice notices shall specify the intended method or methods of disposition of such Registrable Securities, MSCI Next Level shall use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if MSCI Next Level is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering) (a “Demand Registration”); provided, provided that:,
(i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Next Level shall furnish to the Holders that have made such request a certified resolution of the Board of Directors of Next Level stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Next Level's reasonable control of any required financial statements, or any other event or condition of similar significance to Next Level) be seriously disadvantageous (a "Disadvantageous Condition") to Next Level for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Next Level shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which Next Level shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Next Level, each such Holder will deliver to Next Level all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may collectively exercise their rights not be delayed for a period in excess of 60 days in any calendar year due to a Demand Registration on not the occurrence of one or more than five occasionsDisadvantageous Conditions;
(ii) the Holders of Registrable Securities shall not may collectively exercise their rights under this Section 2.1 and under Section 2.1 of the Registration Rights Agreement by and between Motorola and Next Level dated as of May 16, 2001, as amended (the "Existing Registration Rights Agreement"), on not more than four (4) occasions;
(iii) except as otherwise provided in Section 2.2 or elsewhere in this Agreement, the Holders shall not have the right to a Demand Registration exercise registration rights pursuant to this Section 2.1 within the six180-month day period following any the date hereof or following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights to a Demand Registration;
(iii) the rights to effect a Demand Registration shall terminate on the tenth anniversary of the date of provided in this Agreement; and
(iv) if the board of directors of MSCI determines in good faith that a Demand Registration (A) would materially impede, delay, interfere with or otherwise materially adversely affect any pending financing, registration of securities by MSCI in a primary offering for its own account, acquisition, corporate reorganization or other significant transaction involving MSCI or (B) would require disclosure of non-public material information that MSCI has a bona fide business purpose for preserving as confidential, MSCI shall be entitled to defer the filing or effectiveness of a registration statement, or to suspend the use of an effective registration statement, for the shortest period of time reasonably required (each such period, a “Blackout Period”); provided, that, MSCI shall not be entitled to invoke Blackout Periods for more than an aggregate of sixty (60) days in any 12-month period. MSCI shall notify each Holder of the expiration or earlier termination of a Blackout Period and, as soon as reasonably practicable after such expiration or termination, shall amend or supplement any effective registration statement to the extent necessary to permit the Holders to resume the use thereof in connection with the offer and sale of their Registrable Securities in accordance with applicable lawSection 2.1.
(b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration registration requested by a Holder pursuant to this Section 2.1 shall not be deemed to have been effected if no Registrable Securities are sold under the registration statement (and, therefore, not requested for purposes of paragraph (a) above), (i) if it shall not have become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder or ceases to be maintained effective due to a Disadvantageous Condition and, as a result thereof, the Registrable Securities requested to be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied or waived other than by reason of some act or omission by a Holder within its control.
(c) In the event that a Demand Registration any registration pursuant to this Section 2.1 shall involve, in whole or in part, an underwritten offering, the Demand Holder Holders of a majority of the Registrable Securities to be registered pursuant to this Section 2.1 shall have the right to designate an underwriter or underwriters reasonably acceptable to Next Level as the lead or managing underwriters of such underwritten offering reasonably acceptable to MSCI (and MSCI hereby acknowledges that Xxxxxx Xxxxxxx & Co. Incorporated is reasonably acceptable) and, in connection with each Demand Registrationregistration pursuant to this Section 2.1, the Demand Holder such Holders may select one counsel reasonably acceptable to Next Level to represent all Holders participating in such offeringHolders.
(d) MSCI Next Level shall have the right to cause the registration of additional equity securities for sale for the its account of any Person (including, without limitation, MSCI and or any existing or former directors, officers or employees of the MSCI Entities) Next Level Entities in any Demand Registrationregistration of Registrable Securities requested for the benefit of the Holders pursuant to paragraph (a) above; provided, however, that, if the Demand Holder is such Holders are advised in writing (with a copy to MSCINext Level) that by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Next Level (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, the inclusion of such additional equity securities in such registration would be likely to exceed have an adverse effect on the Maximum Offering Sizeprice, timing or distribution of the offering and sale of the Registrable Securities then contemplated by such Holders, the registration of such additional equity securities or part thereof shall not be permitted.
(e) . The Demand Holder Holders of the Registrable Securities to be registered pursuant to this Section 2.1 may require that any such additional equity securities described in Section 3.01(d) be included in the offering proposed by such Holders on the same conditions as the Registrable Securities of the Demand Holder to be that are included therein.
(f) If the Demand Holder believes that the aggregate number of Registrable Securities requested to be included in a Demand Registration would be likely to exceed the Maximum Offering Size, the Demand Holder may request a determination of the Maximum Offering Size. In the event that the Maximum Offering Size is determined to be less than the aggregate number of Registrable Securities requested to be included in such registration by such Holders exceeds the number which, in the good faith view (delivered in writing) of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number of Registrable Securities to be included in the registration statement shall be reduced to the Maximum Offering Size and the number of Registrable Securities in excess of the amount requested by the Demand Holder, if any, shall be allocated pro rata among the other requesting Holders requesting to be included in such offering on the basis of the relative number of Registrable Securities then held by each such Holder (including Registrable Securities such Holder may acquire on exercise of such Holder; provided's Warrant(s)), that, PROVIDED THAT any number in excess of a Holder’s 's request may be reallocated among the remaining requesting Holders in a like manner.
Appears in 1 contract
