Demand Rights. (a) The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned. (b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 4 contracts
Samples: Merger Agreement (Crestwood Equity Partners LP), Merger Agreement (Oasis Midstream Partners LP), Merger Agreement (Crestwood Equity Partners LP)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Registration Party’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Registration Party’s Registrable Securities in the underwriting (unless otherwise agreed by the Registration Parties with any Underwritten Offering a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (including any Block Tradetogether with the Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 4 contracts
Samples: Registration Rights Agreement (Rocket Companies, Inc.), Registration Rights Agreement (Rocket Companies, Inc.), Registration Rights Agreement (Rocket Companies, Inc.)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from after consummation of the IPO, upon written notice delivered by a Xxxxx Registration Party, a SL Registration Party or a Temasek Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering a majority of the Registrable Shares participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Shares through such underwriting shall (including any Block Tradetogether with the Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 3 contracts
Samples: Registration Rights Agreement (Virtu Financial, Inc.), Registration Rights Agreement (Virtu Financial, Inc.), Registration Rights Agreement (Virtu Financial, Inc.)
Demand Rights. (a) The Unitholders shall have the right, Upon written request of a Shareholder (an "EXERCISING SHAREHOLDER") made at any time from time to time, to elect to includethe Company shall, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on under the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to terms and subject to the conditions of set forth in this Section 3.02(a2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of this Agreementthe various states of the United States as may be requested by such Exercising Shareholder (except any such state in which, exercisable in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, such number of Registrable Securities as may be designated by delivery such Exercising Shareholder in its request (the "DEMAND SECURITIES"), or that portion thereof designated in said request for registration in each of a written notice to Crestwood the Designated Jurisdictions (an “Underwritten Offering Notice”as defined below). Each Underwritten Offering Notice A request for registration under this Section 2.2 shall specify the approximate number of Registrable Demand Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter. The principal underwriter or underwriters for any such offering shall be selected by the Exercising Shareholder, subject to the Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the number of Demand Securities covered by such demand (together with the aggregate number of Specified Securities to be included in such registration pursuant to Section 2.1 hereof) is at least 12,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder.
(b) If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering that includes securities of the Company in addition to the Demand Securities ("OTHER SECURITIES"), and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the Demand Securities proposed to be sold, then the number of Other Securities proposed to be sold shall be reduced to the maximum number of securities (or principal amount) specified by the managing underwriter.
(c) The Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the Demand Offering and sole judgment of the expected price range Company's Board of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations or other major events involving the Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of the Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery to Crestwood cause of any Underwritten Offering Noticethe delay is eliminated, Crestwood the Company shall be obligated to retain underwriters in order to permit promptly notify the Unitholders to effect such sale through an Underwritten Offering as Exercising Shareholder and, promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery Exercising Shareholder notifies the Company to proceed, the Company shall file a registration statement and begin performance of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its remaining obligations under this Section 3.02, 2.2.
(d) Provided that in each case the Unitholders filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration:
(i) LB LP shall be entitled to select request not more than three registrations under this Section 2.2;
(ii) KFP/LB IHR II, LP shall be entitled to request not more than one registration under this Section 2.2;
(iii) KA/LB IHR II, LP and CG Ventures/LB IHR II, LP shall collectively be entitled to request not more than one registration under this Section 2.2, but such request may only be made upon their mutual agreement;
(iv) SMW/LB IHR II, LP and DEL/LB IHR II, LP shall collectively be entitled to request not more than one registration under this Section 2.2, but such request may only be made upon their mutual agreement; and
(v) KFP/LB IHR II, LP, KA/LB IHR II, LP, CG Ventures/LB IHR II, LP, SMW/LB IHR II, LP, DEL/LB IHR II, LP and PS/LB IHR II, LP shall collectively be entitled to request not more than one additional registration under this Section 2.2, which registration may be requested by any one of them, but only upon the Managing Underwriter mutual agreement of Sherwood M. Weiser, Donald E. Lefton, Karim Alibhai and Mahmxxx Xxxxxx; xxovixxx, xxxx xx x Xharxxxxxxx xxxxxxts a rxxxxxxxxxxx xxxxx xhis Section 2.2 but no registration statement becomes effective with respect to such Shareholder's Registrable Securities covered by such request, or Underwriters any registration statement is withdrawn or prematurely terminated (whether pursuant to this Section 2.2 or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), then such request shall not count as a request for purposes of determining the number of requests for registration such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedShareholder may make under this Section 2.2.
(be) Subject If there is an effective registration statement requested by a Shareholder pursuant to this Section 2.2, such Shareholder may require the Company to delay the filing of any registration statement relating to convertible securities or shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of such Shareholder, a delay is necessary in order to avoid materially and adversely affecting the disposition of the Demand Securities pursuant to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for by such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block TradeShareholder; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood foregoing shall not notify limit the Company's right to file and have declared effective registration statements for any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofoffering.
Appears in 3 contracts
Samples: Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc), Registration Rights Agreement (Interstate Hotels & Resorts Inc), Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc)
Demand Rights. (a) The Unitholders shall have Upon written request of the right, Apollo/Blackstone Shareholders made at any time from time (but subject to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.4 and 2.5, file (calculated based on and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the Common Unit Price times blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date Crestwood receives an Underwritten Offering Notice) under a of the written request hereunder. No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration statement rights. If the distribution proposed to be effected pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (2.2 involves an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the Demand Offering and the expected price range sole judgment of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company's Board of Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to Crestwood proceed, Company shall file a registration statement and begin performance of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its other obligations under this Section 3.02, the Unitholders 2.2. The Apollo/Blackstone Shareholders shall be entitled to select request not more than nine registrations under this Section 2.2 (provided that the Managing Underwriter filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or Underwriters substantially concurrent distribution shall be deemed for such Underwritten Offeringthe purposes of this Agreement to be a single registration). However, subject if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the consent Registrable Securities covered by such request, then such request shall not count as a request for purposes of Crestwood not determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to be unreasonably withheldthis Section 2.2, delayed the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or conditioned.
(b) Subject to the terms in Section 3.02(a) (includingdelay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the avoidance sole judgment of doubtthe Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million disposition of Registrable Securities (calculated based on pursuant to the Common Unit Price times offering by the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block TradeShareholders; provided that the Unitholder wishing foregoing shall not limit the Company's right to engage in the Block Trade shall reasonably cooperate with Crestwood file and any underwriters prior have declared effective registration statements relating to making such request in order shares of Common Stock issuable pursuant to facilitate preparation employee benefit plans of the prospectus and other offering documentation related Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Block Trade. Crestwood shall not notify Company or any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofits subsidiaries.
Appears in 3 contracts
Samples: Registration Rights Agreement (GSCP Nj Inc), Registration Rights Agreement (Allied Waste Industries Inc), Registration Rights Agreement (Allied Waste Industries Inc)
Demand Rights. (a) The Unitholders shall have Subject to the rightterms and conditions of this Agreement, at any time including those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Purchase Agreement, from time to time, at any time the Company is not in compliance with its obligations under Section 2.2 to elect to includefile and maintain the effectiveness of a Shelf Registration Statement, other than pursuant to Section 2.01 if the Holders of this Agreement, at least an aggregate 25% of $50 million of the Registrable Securities provide notice (calculated based on a “Demand”) requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect registered by the Demanding Holders and the intended method or methods of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery disposition of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02Registrable Securities, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use its commercially reasonable efforts to facilitate such Block Trade; provided that effect, as promptly as practicable, the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation registration of the prospectus offer and other offering documentation related sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the Block Trade. Crestwood shall not notify any other holder extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of Common Units such Registrable Securities, in accordance with the intended method or methods of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate disposition stated in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA Demand. At any time and from time to time after March 30, 2022), as in effect on the date hereof, a Holder shall have the right to initiate up to three Demand Registration hereunder on behalf of the Holders of Registrable Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as the case may be, and (ii) the Company shall not be required to effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such appropriate form that the Company is eligible to use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for the Demanding Holders.
Appears in 2 contracts
Samples: Investor Rights Agreement (Tpi Composites, Inc), Investor Rights Agreement (Tpi Composites, Inc)
Demand Rights. (aAt any time following the 180th day after the date of the final prospectus for the IPO, and regardless of the effectiveness of the Shelf Registration Statement, subject to Section 2(g) The Unitholders hereof, the Required Holders shall have the right, at any time from time right to time, require the Company to elect to include, other than pursuant to Section 2.01 file an unlimited number of this Agreement, at least an aggregate registration statements under the Securities Act in respect of $50 million all or a portion of Registrable Securities owned by the Required Holders (calculated based on so long as such request covers at least $25 million worth of the market value of shares of Common Unit Price times Stock at the time of the Demand Request or such lesser amount if all Registrable Securities available for sale by all Required Holders pursuant to such registration statement are requested to be included), by delivering to the Company written notice stating that such right is being exercised, specifying the number of Registrable Securities on owned by the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant Required Holders to an Underwritten Offering be included in such registration, and describing the intended method of distribution thereof (each, a “Demand Offering”)Request” and any registration effected pursuant thereto, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering NoticeDemand Registration”). Each Underwritten Offering Notice Within five (5) Business Days after receipt of any such request for a Demand Registration, the Company shall specify the approximate number give written notice of Registrable Securities proposed such request to be sold in all Required Holders that did not make the Demand Offering Request, if any, and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten OfferingCompany shall, subject to the consent provisions of Crestwood not to be unreasonably withheldSection 2(f) hereof, delayed or conditioned.
(b) Subject to the terms include in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times such registration the number of Registrable Securities on of Holder(s) making the Demand Request and any Required Holder(s) that shall have made a written request to the Company for inclusion of their Registrable Securities in the Demand Registration (which request shall specify the maximum number of Registrable Securities intended to be sold by such Required Holder) and with respect to which the Company has received written requests for inclusion therein within five (5) Business Days after the date Crestwood receives an Underwritten Offering Noticethe Company’s notice was delivered. As soon as reasonably practicable after receipt by the Company of a Demand Request (and in any event within twenty (20) Business Days after the receipt of a Demand Request, unless a longer period is agreed to by the Required Holders that made the Demand Request), Crestwood shall retain underwriters for such Block Trade within 5 calendar daysthe Company shall, notwithstanding subject to the 30-day period in other provisions of this Agreement (including Section 3.02(a2(g)), and file with the SEC one or more registration statements with respect to all such Registrable Securities with respect to which the Company has received written requests for inclusion therein in accordance with this paragraph under the Securities Act (it being agreed that such Registration Statement shall be an Automatic Shelf Registration Statement, if then available to the Company). The Company shall use commercially reasonable best efforts to facilitate cause such Block Trade; provided that Registration Statement to be declared effective by the Unitholder wishing to engage in SEC as soon as reasonably practicable after the Block Trade filing thereof. The Company shall reasonably cooperate comply with Crestwood and any underwriters prior to making such request in order to facilitate preparation the applicable provisions of the prospectus and other offering documentation related Securities Act with respect to the Block Trade. Crestwood shall not notify any other holder disposition of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required all Registrable Securities covered by the Niobrara RRA, Demand Registration in accordance with the Preferred RRA or intended methods of disposition by the PIPE RRA (provided Required Holders that no notice will be provided under made the PIPE RRA after March 30, 2022), as in effect on the date hereofDemand Request.
Appears in 2 contracts
Samples: Registration Rights Agreement (Acushnet Holdings Corp.), Registration Rights Agreement (Acushnet Holdings Corp.)
Demand Rights. (a) The Unitholders shall have Subject to the rightterms and conditions of this Agreement, at any time including, without limitation, those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Merger Agreement, from time to time, at any time the Company is not in compliance with its obligations under Section 2.2 to elect to includefile and maintain the effectiveness of a Shelf Registration Statement, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities if GFI Representative or the Sponsor provides notice (calculated based on a “Demand”) requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”) under the Securities Act of any or all of the Seller Registrable Securities or Sponsor Registrable Securities, as the case may be, (the “Demanding Holders”), pursuant which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand. At any time and from time to time after the date hereof, (i) the GFI Representative shall have the right to initiate up to six (6) Demand Registrations hereunder on behalf of the Holders of Seller Registrable Securities and (ii) the Sponsor shall have the right to initiate up to three (3) Demand Registration hereunder on behalf of the Holders of Sponsor Registrable Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the conditions relevant Demanding Holders and their Underwriters) equals or exceeds $15,000,000, unless such registration shall include all of this the Sponsor Registrable Securities or Seller Registrable Securities, as the case may be, then owned by such Demanding Holder, as the case may be, and (ii) the Company will not be required to effect more than one Demand Registration in any consecutive 90-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Demand Registration Statement shall have been deemed effective in accordance with Section 3.02(a2.1(b) of this Agreement. A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such appropriate form that the Company is eligible to use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, exercisable by delivery including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a written notice Demand Registration or Shelf Registration (as defined below) shall permit, in addition to Crestwood firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Underwritten Offering NoticeAlternative Transaction”). Each The Underwriter or Underwriters selected for any Underwritten Offering Notice registered pursuant to a Demand shall specify be selected in accordance with Section 2.7(f). Upon receipt of a Demand, the approximate number Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities proposed to be sold in the Demand Offering manner provided in Section 2.3, and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten OfferingCompany shall, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”2.1(c), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use its commercially reasonable efforts to facilitate such Block Trade; provided effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Unitholder wishing Holders, whether in connection with the exercise of Demand rights pursuant to engage Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The Holders of Subscriber Registrable Securities shall have no right to include Subscriber Registrable Securities in a Demand Registration to the extent such Subscriber Registrable Securities are subject to an effective registration statement filed in accordance with the terms of the Warrant Agreement. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of Demand Registration Statement for the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofDemanding Holders.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Infrastructure & Energy Alternatives, Inc.)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Principal Stockholder (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Principal Stockholder, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Principal Stockholder in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such Holders by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with any Underwritten Offering (including any Block Tradethe Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Latham Group, Inc.), Registration Rights Agreement (Latham Group, Inc.)
Demand Rights. Subject to the terms and conditions of this Agreement (aincluding Section 2.1(b)), (I) The Unitholders shall have the rightat any time, upon written notice delivered by a Founder Registration Party or (II) at any time from time to time, to elect to include, other than pursuant to Section 2.01 after the date that is 180 days after the date of this Agreement, at least upon written notice delivered by an aggregate of $50 million of Registrable Securities Other Holder Registration Party (calculated based on in each case, a “Demand”), in each case requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall use its reasonable best efforts to initiate a promptly (but in any event within 10 days of such Demand) give written notice of such Demand Offering to all other Holders and shall not be exercised use its reasonable best efforts to promptly file the appropriate registration statement with the SEC and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, (x) the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement and (including any Block Tradey) under this Section 3.02, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Unitholders shall be entitled to select Company) enter into an underwriting agreement in customary form with the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Clear Secure, Inc.), Registration Rights Agreement (Clear Secure, Inc.)
Demand Rights. (a) The Unitholders At any time in connection with or after an Initial Public Offering, the Demand Investors shall have the right, at any time from time by delivering a joint written notice to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Company (a “Demand OfferingInvestor Notice”) to cause the Company to exercise its demand rights under the Registration Rights Agreement (an “Investor Demand Registration”) such that the Company causes the Registering Entity to register and sell publicly up to a number of LLC Owned Shares equal to the sum (such sum being referred to herein as the “Demand LLC Owned Shares”) of (x) the number of Individual Attributable Common Shares that such Demand Investors requested to be included in such Investor Demand Registration as set forth in the Demand Investor Notice plus (y) a number of LLC Owned Shares equal to the product of (1) the aggregate number of Individual Attributable Common Shares held by all Members (other than the Demand Investors requesting such Investor Demand Registration) and (2) the Individual Demand Percentage applicable to such Investor Demand Registration as set forth in the Demand Investor Notice (the amount of Individual Attributable Common Shares calculated pursuant to clause (y), the “Dragged LLC Owned Shares”), pursuant which shall be allocated to and subject each Member (other than the Demand Investors requiring such Investor Demand Registration) according to such Member’s Individual Ownership Percentage. Upon receipt by the conditions Company of this Section 3.02(a) of this Agreementa Demand Investor Notice, exercisable by delivery of the Company shall promptly deliver a written notice to Crestwood each other Member regarding such proposed registration (an “Underwritten Offering Notice”such notice to include the Individual Demand Percentage exercised by such Demand Investors, and the corresponding number of Dragged LLC Owned Shares relating to each other Member which will be included in such Investor Demand Registration). Each Underwritten Offering Notice Within five (5) days of the Company’s receipt of the Investor Demand Registration, the Company shall specify deliver a notice of demand to the approximate number of Registrable Securities proposed Registering Entity which shall include the request to be sold in register and sell publicly the Demand Offering and LLC Owned Shares. In any Investor Demand Registration, the expected price range Demand Investors requesting such registration shall have the right, upon notice to the Company, to select the managing underwriter (which shall be of Registrable Securities nationally recognized reputation) to be sold in such Underwritten Offering. The right to initiate a administer the offering contemplated by the Investor Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day periodRegistration. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery receipt of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02notice, the Unitholders shall Company shall, pursuant to rights to be entitled granted to select the Managing Underwriter or Underwriters Company under the Registration Rights Agreement, cause such managing underwriter (as identified by the Demand Investors) to be selected by the Registering Entity for such Underwritten Offering, subject to offering. The Members acknowledge and agree that any cutbacks or other restrictions on any Investor Demand Registration under the consent Registration Rights Agreement will affect each of Crestwood not to be unreasonably withheld, delayed or conditioned.
the Members on a pro rata basis (b) Subject to based on the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, LLC Owned Shares then related to each such Member). The Company shall distribute the proceeds of the sale of any Demand LLC Owned Shares that are the subject of an Investor Demand Registration to the Members in accordance with the provisions of Article IX. Demand Investors may withdraw an Investor Demand Registration at any time when prior to its effectiveness by the SEC by delivering a Resale Registration Statement is on file with joint written notice to the Commission and is effectiveCompany. Upon receipt of a notice of withdrawal from the Demand Investors, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a)Company shall, and shall use commercially reasonable cause the Registering Entity to, cease all efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation secure effectiveness of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofapplicable registration statement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (BankUnited, Inc.), Limited Liability Company Agreement (BankUnited, Inc.)
Demand Rights. (a) The Unitholders After the expiration of the Lock-Up Period, in the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a), the CD&R Stockholders shall have the right, at any time from time right to time, require the Company to elect to include, other than pursuant to Section 2.01 file a registration statement under the Securities Act in respect of this Agreement, at least an aggregate of $50 million all or a portion of Registrable Securities (calculated based on owned by the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”)CD&R Stockholders, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (includingwhich may, for the avoidance of doubt, include an Underwritten Offering (so long as such request covers at least $25,000,000 worth of the maximum number then current value of Demand Offerings) and Section 2.01shares of Common Stock (including, for purposes of such determination, any time when a Resale Registration Statement is on file with shares of Common Stock issuable upon conversion of shares of Preferred Stock (including shares of Preferred Stock issued as dividends thereon as permitted under the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”terms of the Certificate of Designations))), for at least an aggregate of $50 million of Registrable Securities (calculated based on by delivering to the Common Unit Price times Company written notice stating that such right is being exercised, specifying the number of Registrable Securities on owned by the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for CD&R Stockholders to be included in such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a)registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Notwithstanding the foregoing, the Company shall use commercially reasonable efforts not be required to facilitate such Block Trade; provided that file any Registration Statement pursuant to a Demand Request within 90 days after the Unitholder wishing effective date of a previous Demand Registration or any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to engage Section 3 in which there was no reduction in the Block Trade shall reasonably cooperate with Crestwood number of Registrable Securities to be included, and any underwriters prior to making such request in order to facilitate preparation each case, in which the sale of the prospectus and other offering documentation related Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the Block Trade. Crestwood shall not notify any other holder disposition of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required all Registrable Securities covered by the Niobrara RRA, Demand Registration in accordance with the Preferred RRA or intended methods of disposition by the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofCD&R Stockholders.
Appears in 2 contracts
Samples: Registration Rights Agreement (Resideo Technologies, Inc.), Investment Agreement (Resideo Technologies, Inc.)
Demand Rights. (a) The Unitholders shall have If, in a written notice given to the right, Company at any time during the period commencing one (1) year from time to timethe date hereof and ending four (4) years from the date hereof and signed by the Consultant, to elect to include, other than the Consultant informs the Company that (i) the Consultant contemplates the sale of any or all of the Common Stock received by the Consultant under and pursuant to Section 2.01 the terms of this Agreement, at least an aggregate of $50 million of Registrable Securities Agreement (calculated based on the "Agreement Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering NoticeStock") under such circumstances that a public offering distribution within the meaning of the Securities Act of 1933, as amended, (hereinafter the "Securities Act") of the Agreement Common Stock will be involved and (ii) the Consultant is requesting that the Company file a registration statement (such right to request the filing of a registration statement referred to in this Agreement as a "Demand Registration Right") pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject the Act with respect to the conditions of this Section 3.02(a) of this AgreementAgreement Common Stock, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering NoticeCompany shall, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (possible, but in no event more than 30 calendar ninety (90) days after the delivery receipt of such Underwritten Offering notice (the "Demand Registration Notice"), file a registration statement (the "Consultant Registration Statement") pursuant to the Securities Act, pursuant to which the Agreement Common Stock requested to be registered by the Consultant may be sold under the Securities Act as promptly as practicable thereafter. In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02The Company shall use its best efforts to cause such Consultant Registration Statement to become effective; provided, that, the Unitholders Consultant shall furnish the Company with appropriate information (relating to the intentions of the Consultant) in connection therewith as the Company shall reasonably request in writing. The Company shall keep such registration statement current for such time, not to exceed the greater of nine (9) months or such longer period as the registration statement may be used without requiring audited financial statements covering a period subsequent to that for which audited financial statements are otherwise required, as the Consultant may request. The Demand Registration Right accorded the Consultant pursuant to this Paragraph 2(c)(i) shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required exercisable by the Niobrara RRA, the Preferred RRA or the PIPE RRA Consultant one (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof1) time only.
Appears in 2 contracts
Samples: Consulting Agreement (Caribbean Cigar Co), Consulting Agreement (Caribbean Cigar Co)
Demand Rights. (aIn the event the Company ceases to be eligible to register Registrable Securities on Form S-3 or has failed to perform its obligations under Section 2(a) The Unitholders or otherwise does not have an effective Shelf Registration Statement, the Stockholders shall have the right, at right on one occasion in any time from time calendar year to time, require the Company to elect to include, other than pursuant to Section 2.01 file a registration statement under the Securities Act in respect of this Agreement, at least an aggregate of $50 million all or a portion of Registrable Securities owned by the Stockholders (calculated based on so long as such request covers at least $100,000,000 (or $50,000,000, in the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery case of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify Block Sale) worth of the approximate number then current value of Registrable Securities proposed to be sold in the Demand Offering and the expected price range shares of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) Class A Common Stock (including, for the avoidance of doubt, any such shares received on conversion of any Class 1 Common Stock) or all of the maximum number shares of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with Class A Common Stock of the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”requesting Stockholder(s)), for at least an aggregate of $50 million of Registrable Securities (calculated based on by causing WildStar to deliver to the Common Unit Price times Company written notice stating that such right is being exercised, specifying the number of Registrable Securities on owned by the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for Stockholders to be included in such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a)registration, and describing the intended method of distribution thereof (each, a “Demand Request” and any registration effected pursuant thereto, a “Demand Registration”). Upon receipt of a Demand Request in accordance herewith, the Company shall use commercially reasonable best efforts (i) to facilitate file a Registration Statement registering for resale such Block Trade; provided that number of Registrable Securities as requested to be so registered as promptly as reasonably practicable and in any event within 20 Business Days of such Demand Request and (ii) to cause such Demand Registration Statement to be declared effective by the Unitholder wishing SEC as promptly as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to engage file any Registration Statement pursuant to a Demand Request within 90 days after the effective date of a previous Demand Registration or of any previous Registration Statement in which the holders of Registrable Securities were given piggyback rights pursuant to Section 3 in which there was no reduction in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior number of Registrable Securities to making such request be included, and, in order to facilitate preparation each case, in which the sale of the prospectus and other offering documentation related Registrable Securities included therein was consummated. The Company shall comply with the applicable provisions of the Securities Act with respect to the Block Trade. Crestwood shall not notify any other holder disposition of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required all Registrable Securities covered by the Niobrara RRA, Demand Registration in accordance with the Preferred RRA or intended methods of disposition by the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofStockholders.
Appears in 2 contracts
Samples: Reclassification Agreement (Sands Richard Et Al), Reclassification Agreement (Constellation Brands, Inc.)
Demand Rights. (a) The Unitholders shall have A Holder has the option and right, exercisable by providing written notice to the Partnership, to require the Partnership to prepare and file a registration statement under the Securities Act to permit the public resale of all Registrable Securities from time to time as permitted by Rule 415 (or any successor or similar provision adopted by the Commission then in effect) under the Securities Act, on the terms and conditions specified in this Section 2.01 (a “Shelf Registration Statement”); provided, however, that the right of a Holder (other than the Stonepeak Holder and its Affiliates) to request such filing shall expire at any time from time to time, to elect to include, other that such Holder and its Affiliates beneficially own less than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million 5,000,000 of Registrable Securities (calculated based on the Common Unit Current Market Price times (as defined in the number of Registrable Securities on Amended Partnership Agreement)) (the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering NoticeRegistration Threshold”). Each Underwritten Offering Notice A Shelf Registration Statement filed pursuant to this Section 2.01 shall specify be on such registration form of the approximate number of Registrable Commission as is permissible under the Securities proposed to be sold in Act; provided, however, that the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Partnership shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon required to file a Shelf Registration Statement on Form S-1 unless a Holder either delivers to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after Partnership an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled or an irrevocable election to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage convert Class B Preferred Units into Common Units in an underwritten registered offering amount not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on less than the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Registration Threshold. The Partnership shall use commercially reasonable efforts to facilitate cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to become or be declared effective as soon as practicable thereafter, but in no event later than 210 calendar days after the notice is provided pursuant to the first sentence of this Section 2.01(a) (the “Target Effective Date”). The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders covered by such Block Trade; provided that Shelf Registration Statement, including by way of an Underwritten Offering. As soon as practicable following the Unitholder wishing to engage date on which the Shelf Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation Partnership will notify the Holders of the prospectus effectiveness of such Shelf Registration Statement. During the Effectiveness Period, the Partnership shall use commercially reasonable efforts to cause such Shelf Registration Statement filed pursuant to this Section 2.01(a) to remain effective, and other offering documentation related to be supplemented and amended to the Block Tradeextent necessary to ensure that such Shelf Registration Statement is available or, if not available, that another registration statement is available for the resale of the Registrable Securities until all Registrable Securities have ceased to be Registrable Securities. Crestwood shall not notify any other holder When effective, a Shelf Registration Statement (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 the Securities Act and the Exchange Act and will not give them contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the opportunity to participate statements therein not misleading (in the case of any prospectus contained in such Shelf Registration Statement, in the light of the circumstances under which a statement is made). The Partnership shall not include in a Shelf Registration Statement contemplated by this Section 2.01(a) any securities which are not Registrable Securities, other than Common Units that are to be offered and sold for the Partnership’s own account pursuant to an Underwritten Offering unless required by Offering, without the Niobrara RRAprior written consent of the Stonepeak Holder, the Preferred RRA which consent shall not be unreasonably withheld or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofdelayed.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sanchez Production Partners LP), Class B Preferred Unit Purchase Agreement (Sanchez Production Partners LP)
Demand Rights. (ai) The Unitholders Upon written demand by the Purchaser to the Company, the Company shall have (i) prepare and file with the rightSEC, at any time from time as soon as practicable thereafter but in no event later than 45 days thereafter, a registration statement on Form S-1 or other applicable form in order to time, register the resale of all the Securities that the Purchaser requests to elect to include, be registered (other than Securities that have been previously registered for resale under this Section 4.3(b)), pursuant and subject to Section 2.01 Rule 415 of this Agreementthe Act, (ii) use its best efforts to cause such registration statement to become effective as soon as practicable after the filing date thereof, and (iii) make all filings, disclosures, updates and any other actions which are necessary in order to keep such registration statement effective for at least an aggregate 24 months following the effective date of $50 million such registration statement. Notwithstanding anything herein to the contrary, in the event that all of Registrable the Securities (calculated based that are requested by the Purchaser to be registered on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a4.3(b) of this Agreementare not registered on such registration statement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice the Purchaser shall specify have the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate demand that the Company register any such remaining unregistered Securities on a Demand Offering shall not be exercised (i) subsequent registration statement on Form S-1 or other applicable form on the terms and conditions set forth in respect of more than three Underwritten Offerings or this Section 4.3(b).
(ii) Notwithstanding the foregoing, the Company may elect to delay the filing of such registration statement for a period not to exceed 90 days, or may suspend the effectiveness of such registration statement after the effective date thereof for a period not to exceed 90 days, if, in either case, the Company’s Board of Directors reasonably believes that the filing or continued effectiveness, as the case may be, of such registration statement would be materially detrimental to the Company because such action would cause a Material Suspension Event, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Company may not invoke this right more than once in any 90-twelve (12) month period, and provided further that the Company shall not register any securities for resale for its own account or that of any other stockholder during such 90 day period. Upon All expenses (other than underwriting discounts, commissions and special counsel fees of the delivery Purchaser) incurred in connection with registration pursuant to Crestwood of any Underwritten Offering Notice, Crestwood this Section 4.3(b) shall be obligated borne and paid by the Company. Except as otherwise provided in Section 4(b)(i) above, the Purchaser may not exercise its demand right pursuant to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event this Section 4.3(b) more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedtwice.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cyberdefender Corp), Securities Purchase Agreement (Cyberdefender Corp)
Demand Rights. Each Sponsor, Altice and Next Alt may, individually or jointly, make a written request to the Company for Registration (asuch notice, a “Demand Notice”) The Unitholders shall have of all or part of the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities held, directly or indirectly, by such Sponsor, Altice or Next Alt (calculated a “Demanding Party”) or their Permitted Transferees (i) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”), or (ii) on Form S-3 or any similar short-form Registration Statement (a “Short-Form Registration Statement”) if the Company is qualified to use such short form (any such requested Long-Form Registration or Short-Form Registration shall hereinafter be referred to as a “Demand Registration”); provided, however, that (based on the Common Unit Price times then-current market prices) the number of Registrable Securities on included in the date Crestwood receives an Underwritten Offering NoticeDemand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) under to such Stockholder of at least the Minimum Amount; provided, further, that if the Company has a registration statement pursuant Shelf Registration Statement filed with the SEC and the Registrable Securities to an Underwritten Offering (a “be sold are included in such Shelf Registration Statement, then such Demand Offering”), pursuant to and subject to the conditions of this Registration shall be exercised in accordance with Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”4.02(e). Each Underwritten Offering Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering kind and the expected price range aggregate amount of Registrable Securities to be sold in such Underwritten OfferingRegistered and the intended methods of disposition thereof. The right to initiate Upon receipt of a request for a Demand Offering shall not be exercised Registration from a Demanding Party, within (ix) ninety (90) days from the date of delivery of the Demand Notice in respect the case of more than three Underwritten Offerings a request for a Long-Form Registration, or (iiy) more than once in any 90-day period. Upon thirty (30) days from the delivery to Crestwood date of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02the Demand Notice in the case of a request for a Short-Form Registration, the Unitholders Company shall be entitled use its reasonable best efforts to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when file a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes relating to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” such Demand Registration (a “Block TradeDemand Registration Statement”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Stockholders and Registration Rights Agreement (Altice USA, Inc.), Stockholders and Registration Rights Agreement (Altice USA, Inc.)
Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2029, GEPIF (aon behalf of itself and any other Holders) The Unitholders shall have the right, at any time from time right to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million dispose of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement Registration Statement pursuant to an Underwritten Offering if GEPIF reasonably expects (a “Demand Offering”), pursuant to for itself or any other Holders) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and subject to the conditions of this Section 3.02(asuch Registrable Securities represent one hundred percent (100%) of this Agreement, exercisable the then-outstanding Registrable Securities held by delivery GEPIF and any applicable Selling Holder. GEPIF (on behalf of itself and any other Holders) shall exercise any such demand registration right by delivering a written notice to Crestwood the Partnership specifying that (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify x) it is exercising a demand registration right, (y) the approximate number name of Registrable Securities proposed to be sold in each Selling Holder, and (z) the Demand Offering and the expected price range amount of Registrable Securities to be sold included in such the Underwritten Offering. The right to initiate Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a Demand Offering shall not be exercised (i) form that is customary in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon of securities by the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection Partnership with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, GEPIF shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which GEPIF (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, subject GEPIF (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the consent of Crestwood not to be unreasonably withheldIncluded Registrable Securities; provided, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubtfurther, the maximum number aggregate amount of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage Registerable Securities that may be included in an underwritten registered offering Underwritten Offering pursuant to a demand registration right exercised pursuant to this Section 2.03 shall not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an exceed one-third of the aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the date Crestwood receives Issuance Date were converted on such Issuance Date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend GEPIF’s right to require the Partnership to conduct an Underwritten Offering Notice)on GEPIF’s or such Selling Holder’s behalf pursuant to this Section 2.03; provided, Crestwood shall retain underwriters however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for such Block Trade within 5 calendar days, notwithstanding the 30a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof365-day period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nextera Energy Partners, Lp), Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Demand Rights. (a) The Unitholders shall have the rightAt any time, at any time and from time to time, to elect to includeafter the nine-month anniversary of the Effective Date, other than pursuant to Section 2.01 of this Agreement, Holders holding at least an aggregate 20% of $50 million the Registrable Securities then outstanding (the “Initiating Demand Holders”) may deliver to the Company a written notice (a “Demand Registration Notice”) requesting that the Company effect the registration under the Securities Act of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (calculated based on after deduction of underwriter discounts and commissions and offering expenses) of at least $20 million (or, if such Registrable Securities constitute all remaining Registrable Securities beneficially owned by the Common Unit Price times Initiating Demand Holders that initiated the applicable registration, of at least $10 million) (the “Demand Registration Threshold”) as determined in good faith by the Company at the time of its receipt of the Demand Registration Notice, which Demand Registration Notice shall specify the aggregate number of Registrable Securities on requested to be registered and the date Crestwood receives an Underwritten Offering proposed method of distribution thereof. Upon receipt of the Demand Registration Notice) under a registration statement pursuant , subject to an Underwritten Offering (a “Demand Offering”Section 3(d), pursuant the Company will use its reasonable efforts to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed cause to be sold in filed with the SEC as soon as reasonably practicable after receiving the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Registration Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar 60 days after the delivery following receipt of such Underwritten Offering Noticenotice (or, if the Company shall be legally prohibited from making such a filing, as soon thereafter as is legally permissible). In connection , a Registration Statement and related Prospectus that complies as to form and substance in all material respects with any Underwritten Offering applicable SEC rules providing for the sale by the Initiating Demand Holders and the Holders that elect to register their Registrable Securities as provided below, of all of the Registrable Securities requested to be registered by such Holders (including any Block Tradethe “Demand Registration Statement”), and agrees (subject to Section 8, Section 9 and Section 11) to use reasonable efforts to cause the Demand Registration Statement to be declared effective by the SEC as soon as practicable following the filing thereof.
(i) Within ten Business Days after its receipt of a Demand Registration Notice pursuant to Section 3(a), the Company shall give written notice of the proposed filing of the Demand Registration Statement under this Section 3.02, the Unitholders shall be entitled 3(a) or a Shelf Registration Statement under Section 3(b) to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject each Holder that is not an Initiating Demand Holder (other than any Holder that has provided written notice to the consent of Crestwood Company that such Holder elects not to be unreasonably withheldreceive notices from the Company pursuant to this Section 3), delayed or conditioned.
(b) Subject and the notice shall offer such Holders the opportunity to participate in the terms in Demand Registration Statement under this Section 3.02(a3(a)(i) (including, for the avoidance of doubt, “Demand Registration Offer Notice”) or to participate in the maximum number of Demand OfferingsShelf Registration Statement under Section 3(b) (the “Shelf Registration Offer Notice”) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times register the number of Registrable Securities on as each such Holder may request. Holders who wish to include their Registrable Securities in the date Crestwood receives Demand Registration Statement under this Section 3(a)(i) or in the Shelf Registration Statement under Section 3(b) must notify the Company in writing within ten days of receiving the Demand Registration Offer Notice or the Shelf Registration Offer Notice and include in the written notice the information requested by the Company in the Demand Registration Offer Notice or the Shelf Registration Offer Notice.
(ii) Subject to Section 11, in the case of a Demand Registration that does not contemplate an Underwritten Offering Notice)Offering, Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall Company agrees to use commercially reasonable efforts to facilitate such Block Trade; provided keep the Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the Unitholder wishing to engage in earliest of (i) the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation date on which all of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required Registrable Securities held by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided Holders that no notice will be provided are registered for resale under the PIPE RRA after March 30Demand Registration Statement are eligible for immediate sale in a single transaction pursuant to Rule 144 (or any successor provision) under the Securities Act, 2022), as in effect on (ii) the date hereofon which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement and (iii) the one-year anniversary of the effectiveness of the Demand Registration Statement.
Appears in 2 contracts
Samples: Registration Rights Agreement (SkyWater Technology, Inc), Registration Rights Agreement (SkyWater Technology, Inc)
Demand Rights. (a) The Unitholders shall have the rightIf, at any time from time Delta Holdings shall desire to timesell any or all of the Subject Stock, to elect to include, other than or any "New Securities" (as defined in Section 3.4 hereof) acquired by Delta Holdings pursuant to Section 2.01 3.4 hereof (for purposes of this AgreementSection 3.3, at least an aggregate the "Subject Stock" shall include such New Securities), under circumstances requiring registration under the Securities Act of $50 million of Registrable 1933, as amended (the "Securities Act"), and shall so advise ASA Holdings by written notice (calculated based on the Common Unit Price times which notice shall specify the number of Registrable Securities on shares of the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities Subject Stock proposed to be sold in sold, describe the Demand Offering method of proposed sale and the expected price range of Registrable Securities contain an undertaking by Delta Holdings to provide all such information and to take all such action as may be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters required in order to permit ASA Holdings to comply with all applicable requirements of the Unitholders Securities and Exchange Commission (the "SEC") and to obtain acceleration of the effective date of such registration statement), ASA Holdings shall promptly prepare and file a registration statement with the SEC relating to such Subject Stock designated in such notice and use its reasonable best efforts to cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the parties may agree); provided, however, that ASA Holdings shall not be obligated to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after three such registrations. If the delivery plan of distribution specified by Delta Holdings with respect to any such Underwritten Offering Notice)registration involves the selection of a managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by Delta Holdings, subject to the reasonable approval of ASA Holdings. In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02such registration, ASA Holdings will make such filings, and will use its reasonable best efforts to cause such filings to become effective, so that the Unitholders Subject Stock proposed to be sold shall be entitled to select registered or qualified for sale under the Managing Underwriter securities or Underwriters for Blue Sky laws of such Underwritten Offering, subject to the consent of Crestwood not to jurisdictions as shall be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, reasonably appropriate for the avoidance distribution of doubtthe Subject Stock covered by the registration statement; provided, the maximum number of Demand Offerings) and Section 2.01however, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes that ASA Holdings shall not be required to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known register as a “block trade” (broker or dealer in any jurisdiction where it is not then so registered or to qualify to do business as a “Block Trade”), for at least an aggregate foreign corporation in any jurisdiction where it is not then so qualified or to file any general consent to service of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofprocess.
Appears in 2 contracts
Samples: Stock Agreement (Delta Air Lines Inc /De/), Stock Agreement (Asa Holdings Inc)
Demand Rights. (a) The Unitholders shall have the rightAt any time, at any time and from time to time, (i) after the Effective Date, any Grenadier Holder and (ii) from and after ninety (90) calendar days after the Effective Date, any Holder, including any Grenadier Holder, (each, respectively, a “Demanding Holder”) may deliver to elect the Company a written notice (a “Demand Registration Notice”) informing the Company of its desire to include, other have some or all of its Registrable Securities registered for sale; provided that such Demand Registration Notice covers (x) not less than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on Securities, as determined by reference to the Common Unit Price times the number of volume weighted average price for such Registrable Securities on the New York Stock Exchange (or such other securities exchange or market on which the Shares are then listed or quoted) for the five trading days immediately preceding the applicable determination date Crestwood receives an Underwritten Offering Noticeor (y) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of all Registrable Securities proposed to be sold in held by such Demanding Holder. Upon receipt of the Demand Offering and Registration Notice, if the expected price range of Company has not already caused the Registrable Securities to be sold registered on a Shelf Registration that the Company then has on file with, and has been declared effective by, the SEC and which remains in such Underwritten Offering. The right effect and not subject to initiate a any stop order, injunction or other order or requirement of the SEC (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 2.1), then the Company will use its reasonable best efforts to cause to be filed with the SEC as soon as reasonably practicable after receiving the Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Registration Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 forty-five (45) calendar days after (or thirty (30) calendar days in the delivery case of an S-3 Registration pursuant to Section 2.2(b)) following receipt of such Underwritten Offering Notice). In connection notice, a registration statement and related prospectus that complies as to form and substance in all material respects with applicable SEC rules providing for the sale by such Demanding Holder or group of Demanding Holders, and any Underwritten Offering (including any Block Trade) under this Section 3.02other Holders that elect to register their Registrable Securities as provided below, of all of the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not Registrable Securities requested to be unreasonably withheld, delayed or conditioned.
registered by such Holders (b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of “Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block TradeStatement”), for at least an aggregate of $50 million of Registrable Securities and agrees (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), subject to Sections 5.1 and shall 6.2 hereof) to use commercially reasonable efforts to facilitate cause the Demand Registration Statement to be declared effective by the SEC, with respect to the first such Block Trade; provided that Demand Registration Statement, as soon as reasonably practical from the Unitholder wishing Effective Date, and with respect to engage in subsequent Demand Registration Statements, upon, or as soon as practicable following, the Block Trade filing thereof. The Company shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation give written notice of the prospectus proposed filing of the Demand Registration Statement to all Holders holding Registrable Securities as soon as practicable (but in no event less than five (5) calendar days before the anticipated filing date), and other offering documentation related to the Block Trade. Crestwood such notice shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them offer such Holders the opportunity to participate in such Underwritten Offering unless required Demand Registration Statement (the “Offer Notice”) and to register such number of Registrable Securities as each such Holder may request. Holders who wish to include their Registrable Securities in the Demand Registration Statement must notify the Company in writing within three (3) calendar days of receiving the Offer Notice and include in such written notice the information requested by the Niobrara RRACompany in the Offer Notice. Subject to Section 5.1 hereof, the Preferred RRA or Company agrees to use commercially reasonable efforts to keep the PIPE RRA Demand Registration Statement continuously effective (including the preparation and filing of any amendments and supplements necessary for that purpose) until the earlier of the date on which all of the Securities held by the Holders that are registered for resale under the Demand Registration Statement are no longer Registrable Securities, and the date on which the Holders consummate the sale of all of the Registrable Securities registered for resale under the Demand Registration Statement. Notwithstanding the foregoing, the Company is not obligated to take any action upon receipt of a Demand Registration Notice delivered within ninety (90) days of a prior Demand Registration Notice.
(b) If a Demanding Holder intends to distribute the Registrable Securities covered by the Demand Registration Notice by means of an underwritten offering, it shall so advise the Company as a part of the Demand Registration Notice. Notwithstanding any other provision of this Section 2.1, if the underwriter advises the Company that in the opinion of such underwriter, the distribution of all of the Registrable Securities requested to be registered would materially and adversely affect the distribution of all of the securities to be underwritten, then the Company shall deliver to the registering Holders a copy of such underwriter’s opinion, which opinion shall be in writing and shall state the reasons for such opinion, and the number of Registrable Securities that may be included in such registration shall be allocated first, to the Grenadier Holders electing to register their Registrable Securities , on a pro rata basis based on the relative number of Registrable Securities then held by each such Holder; provided that no notice will any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be provided under reallocated among the PIPE RRA after March 30, 2022)other Grenadier Holders in like manner, as in effect applicable; second to the other Holders electing to register their Registrable Securities , on a pro rata basis based on the date hereofrelative number of Registrable Securities then held by each such Holder; provided that any such amount thereby allocated to each such Holder that exceeds such Holder’s request shall be reallocated among the other Holders in like manner, as applicable; and second, to the other persons proposing to register securities in such registration, if any; provided, however, that the number of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are entirely excluded from such underwriting. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration.
Appears in 2 contracts
Samples: Business Combination Agreement (HighPeak Energy, Inc.), Business Combination Agreement (Pure Acquisition Corp.)
Demand Rights. (a) The Unitholders shall have the right, at At any time from time to time(i) after the expiration of the Lockup Period, to elect to include, (A) any Holders (other than pursuant the RockPile Holders) that collectively and beneficially own at least 20% of the total issued and outstanding Registrable Securities, (B) any Holders (other than the RockPile Holders) that collectively and beneficially own at least 10% of the total issued and outstanding Registrable Securities, provided they beneficially own Registrable Securities equivalent to at least 50% of the Registrable Securities beneficially owned by them as of the Effective Date, or (ii) after the expiration of the RockPile Lockup Period, RockPile Holdco or the White Deer Holder (each such Holder in clause (i) or (ii), a “Demand Party”), may, subject to Section 2.01 3.11, make a written request (a “Demand Notice”) to the Company for Registration of this Agreementall or part of the Registrable Securities held by the Demand Party (or, at least an with respect to a Demand Notice by RockPile Holdco or the White Deer Holder, all or part of the Registrable Securities held by the RockPile Holders) (i) on Form S-1 (a “Long-Form Registration”) or (ii) on Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short form (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”). Each Demand Notice shall specify the aggregate of $50 million amount of Registrable Securities (calculated based on held by the Common Unit Price times Demand Party to be registered and the number intended methods of disposition thereof, provided that in the case of a Demand Notice from Investor Holdco, the aggregate amount of Registrable Securities shall include Registrable Securities from each member of Investor Holdco on a pro rata basis based on each such member’s beneficial ownership of Registrable Securities, unless such member otherwise directs Investor Holdco to include less than its pro rata share of Registrable Securities in accordance with Section 2.03. Registrable Securities requested to be included on behalf of the date Crestwood receives an Underwritten Offering RockPile Holders shall be included pro rata from each RockPile Holder based on each such Holders’ beneficial ownership of Registrable Securities unless all RockPile Holders have provided the Company with their written consent to such request. Subject to Section 3.11, after delivery of such Demand Notice, the Company (x) shall file promptly (and, in any event, within (i) ninety (90) days in the case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and (y) shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (x) the Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating Holder or any underwriter, if any, reasonably requests. Notwithstanding any provisions contained herein, including but not limited to Section 3.02(b), the Company shall not be obligated to maintain a registration statement pursuant to an Underwritten Offering a Demand Registration effective for more than (x) 360 days plus the length of any period in which either a “Demand Offering”Suspension or Shelf Suspension is in effect instituted by the Company pursuant to Section 3.01(d) or Section 3.02(d), pursuant to and subject to respectively, during such 360 day period or (y) such shorter period when all of the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be covered by such registration statement have been sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedpursuant thereto.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Keane Group, Inc.), Purchase Agreement (Keane Group, Inc.)
Demand Rights. (i) If ABC shall receive at any time after 180 days after the Effective Time of the Merger, a written request from Stockholders beneficially owning at least two percent (2%) of the then outstanding shares of ABC Common Stock that ABC file a registration statement under the Act for a public offering of all or a part of the Registrable Securities (which written request shall specify the aggregate number of shares of Registrable Securities requested to be registered), then ABC shall effect such registration of Registrable Securities in accordance with this Agreement; provided, however, that ABC shall not be required to take any action pursuant to this Paragraph (b) unless the requested registration relates to at least 360,000 shares of Registrable Securities.
(ii) If the Sellers intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise ABC as a part of the request made pursuant to the foregoing Subparagraph (b)(i), in which event the managing underwriter shall be selected by ABC with the prior written consent of the Sellers holding a majority in number of the Registrable Securities covered by the registration request.
(iii) ABC may postpone a registration requested pursuant to Subparagraph (b)(i) for a period not to exceed 90 days if, at the time ABC receives a registration request pursuant to Subparagraph (b)(i), ABC is engaged in confidential negotiations or other confidential business activities (a "Confidential Transaction"), the disclosure of which, based upon the written advice of outside counsel, would be required in the registration statement, and the Board of Directors of ABC determines in good faith that such disclosure would be materially detrimental to ABC and its stockholders or would have a material adverse effect on the Confidential Transaction.
(iv) (a) The Unitholders shall have the right, at ABC will not include in any time from time to time, to elect to include, other than demand registration pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Paragraph (b) any securities which are not Registrable Securities without the prior written consent of the Sellers holding a majority in number of the Registrable Securities covered by the registration request, subject to ABC's obligations existing at the date hereof to register additional shares of ABC Common Stock as set forth on Exhibit A hereto.
(calculated based on b) If a demand registration pursuant to this Paragraph (b) is an underwritten offering and the Common Unit Price times managing underwriter advises ABC in writing that in its opinion the number of Registrable Securities requested to be included in such offering and, if permitted, the number of securities which are not Registrable Securities requested to be included in such offering exceed the number of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Sellers holding a majority in number of Registrable Securities covered by the registration request, ABC will include in such registration, FIRST, prior to the inclusion of any securities which are not Registrable Securities, the number of Registrable Securities requested to be included which in the opinion of such underwriter can be sold in an orderly manner within the price range of such offering, pro rata (as nearly as practicable) among the Sellers on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to basis of the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold by each such Seller; and SECOND, the number of securities which are not Registrable Securities requested to be included which in the Demand Offering and opinion of such underwriter can be sold in an orderly manner within the expected price range of Registrable Securities such offering, pro rata (as nearly as practicable) among the holders of such securities on the basis of the number of securities proposed to be sold in by each such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedholder.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 2 contracts
Samples: Registration Rights Agreement (Abc Naco Inc), Registration Rights Agreement (Seher Joseph A)
Demand Rights. (a) The Unitholders shall have the right, Upon written request of Shareholder made at any time from time to time, the Company shall, under the terms and subject to elect the conditions set forth in this SECTION 2.2, and SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to includecause to become effective) a registration statement covering, other than pursuant and use its reasonable efforts to Section 2.01 qualify for sale under the blue sky or securities laws of this Agreementthe various states of the United States as may be requested by Shareholder (except any such state in which, at least an aggregate in the opinion of $50 million the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities Securities, as may be designated by Shareholder in its request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (calculated based on the Common Unit Price times as defined below). A request for registration under this SECTION 2.2 shall specify the number of Registrable Securities on to be registered, the date Crestwood receives an Underwritten Offering Noticejurisdictions in the United States in which such registration is to be effected (the "DESIGNATED JURISDICTIONS") under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”)and the proposed manner of sale, pursuant to including the name and address of any proposed underwriter. The principal underwriter or underwriters for any such offering shall be selected by Shareholder, subject to the conditions of Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, Shareholder shall not be permitted to make a demand for registration pursuant to this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify unless the approximate number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company including, without limitation, an adjustment to take account of the five-for-one reverse stock split proposed to be sold in for approval at the Demand Offering and Company's 2002 annual meeting of stockholders) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the expected average closing price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect the Common Stock over the ten trading day period immediately preceding the date of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedwritten request hereunder.
(b) Subject If the distribution proposed to be effected pursuant to this SECTION 2.2 involves an underwritten offering of Registrable Securities and securities of the terms Company other than Registrable Securities ("OTHER SECURITIES"), and if the managing underwriter of such underwritten offering indicates in Section 3.02(a) (includingwriting its opinion that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, for then the avoidance number of doubt, securities proposed to be sold shall be reduced to the maximum number of Demand Offeringssecurities (or principal amount) specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with SECTION 2.1(B) AND (C).
(c) The Company may delay the filing of any registration statement requested under this SECTION 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations or other major events involving the Company, or (ii) filing at the time requested would materially and Section 2.01adversely affect the business or prospects of the Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, any time when the Company shall promptly notify Shareholder and, promptly after Shareholder notifies the Company to proceed, the Company shall file a Resale Registration Statement is on file registration statement and begin performance of its remaining obligations under this SECTION 2.2.
(d) The Shareholder shall be entitled to request not more than seven registrations under this SECTION 2.2 (PROVIDED that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the Commission and is effectivepurposes of this Agreement to be a single registration). However, if Shareholder requests a Unitholder wishes registration under this SECTION 2.2, but no registration statement becomes effective with respect to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known the Registrable Securities covered by such request, or any registration statement is withdrawn or prematurely terminated (whether pursuant to this SECTION 2.2 or as a “block trade” (a “Block Trade”result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), then such request shall not count as a request for at least purposes of determining the number of requests for registration Shareholder may make under this SECTION 2.2.
(e) If there is an aggregate effective registration statement requested by Shareholder pursuant to this SECTION 2.2, Shareholder may require the Company to delay the filing of $50 million any registration statement relating to convertible securities or shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of Shareholder, a delay is necessary in order to avoid materially and adversely affecting the disposition of Registrable Securities (calculated based on pursuant to the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Tradeoffering by Shareholder; provided PROVIDED that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood foregoing shall not notify limit the Company's right to file and have declared effective registration statements for any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Interstate Hotels & Resorts Inc)
Demand Rights. At any time on or after [January 1, 2028], and prior to [March 31, 2032], Investor (aon behalf of any Holder) The Unitholders shall have the right, at any time from time right to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million dispose of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement Registration Statement pursuant to an Underwritten Offering, provided that the Partnership shall be obligated to effect an Underwritten Offering only if (i) a Demand Notice (as defined below) in respect of such Registrable Securities is delivered by Investor to the Partnership as specified below, (ii) the applicable Holder has held such Registrable Securities for at least one (1) calendar year (the “Holding Period”) and (iii) Investor reasonably expects (for any Holder) (y) gross proceeds of at least $100 million from such Underwritten Offering or (z) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by any applicable Selling Holder. Investor (on behalf of any Holder) shall exercise any such demand registration right by delivering a written notice (a “Demand OfferingNotice”), pursuant to and subject ) to the conditions Partnership specifying that (I) it is exercising a demand registration right, (II) the name 881162.02-WILSR01A - MSW of this Section 3.02(aeach Selling Holder, and (III) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range amount of Registrable Securities to be sold included in such the Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in first sentence of this Section 3.02(a) (including2.03(a), for promptly upon receipt of the avoidance of doubtDemand Notice, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Partnership shall use commercially reasonable efforts to facilitate enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such Block Trade; provided that other reasonable actions as are requested by the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request Managing Underwriter or Underwriters in order to expedite or facilitate preparation the disposition of such Registrable Securities; provided, however, that Investor shall have the prospectus right (on behalf of all Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than three (3) times (and other offering documentation related to not more frequently than once in any six-month period), and only in the Block Trade. Crestwood shall event that either the Partnership has not notify any other holder conducted an Underwritten Offering of Common Units in the preceding six-month period in which Investor (on behalf of the Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02 or, if the Partnership has conducted such an Underwritten Offering, Investor (on behalf of all Holders) has been reduced in the amount of Registrable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the Included Registrable Securities; provided, further, that the aggregate number of Registrable Securities issued as part of any proposed Block Trade or overnight or bought Call Option (including upon the conversion of Non-Voting NEP Common Units issued as part of such Call Option) that may be included in any Underwritten Offering under this Section 3.02 pursuant to a demand registration right shall in no event be greater than the excess of (aa) the number of Common Units or Non-Voting NEP Common Units issued by the Partnership upon exercise of such Call Option over (bb) the number of Common Units that is ten percent (10%) of the trading volume of Common Units over the period from the exercise of such Call Option and will not give them the opportunity to participate date of such Demand Notice, and only such Registrable Securities as were issued upon conversion of Non-Voting NEP Common Units issued as part of the Call Option Purchase Price in such Call Option may be included in such Underwritten Offering unless required pursuant to such demand registration right; provided, further, that to the extent that at the time of any Demand Notice a Holder owns Registrable Securities issued in respect of more than one Call Option that satisfies the Holding Period requirement, then such Holder may include Registrable Securities issued in respect of each or any such Call Option, and the limitation in the immediately foregoing proviso shall apply to each such Call Option on a Call Option-by-Call Option basis; provided, further, that the aggregate amount of Registrable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.03 shall not exceed one third of the aggregate number of Registrable Securities that would be outstanding as of the date of delivery of a Demand Notice if all of the Non-Voting NEP Common Units issued on such date were converted on such date into Common Units (or such larger number of Registrable Securities to the extent consented to by the Niobrara RRAPartnership in its sole and absolute discretion). Solely for illustrative purposes, for example, if at the Preferred RRA time of such Demand Notice (y) 6,000,000 Common Units had been issued by the Partnership upon exercise of a prior Call Option (or upon the PIPE RRA (provided that no notice will be provided under conversion of Non-Voting NEP Common Units issued upon the PIPE RRA after March 30, 2022exercise of such Call Option), as in effect on and (z) the trading volume of Common Units over the period from the exercise of such Call Option and the date hereofof such Demand Notice had been 30,000,000 Common Units, then, subject to the Holding Period, up to 3,000,000 of the 6,000,000 Common Units issued upon the exercise of such Call Option (or upon the conversion of Non-Voting NEP Common Units issued upon the exercise of such Call Option) may be included in such Underwritten Offering pursuant to such demand registration right (i.e., 3,000,000 Common Units = 6,000,000 Common Units minus 3,000,000 Common Units, which latter number is the product of 10% multiplied by 30,000,000 Common Units). Notwithstanding anything to 881162.02-WILSR01A - MSW the contrary herein, if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend Investor’s right to require the Partnership to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in any 365-day period.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Registration Party’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with any Underwritten Offering (including any Block Tradethe Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent underwriting. Table of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.Contents
Appears in 1 contract
Samples: Registration Rights Agreement (Driven Brands Holdings Inc.)
Demand Rights. (a) The Unitholders Tune Partners shall have the right, at any time from time to timeafter the consummation of the IPO, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to upon written notice and subject to the conditions provisions of this Section 3.02(aArticle III, to require Newco to prepare and file as soon as practicable after receipt of such notice and use its reasonable best efforts to cause to become effective as soon as practicable thereafter a registration statement (a "Registration Statement") under the Securities Act of this Agreement1933, exercisable as amended (the ---------------------- "Securities Act"), with respect to the resale of all Shares requested by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed -------------- Tune Partners to be sold in the so registered (a "Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Registration"); provided, however, ------------------- -------- ------- that Newco shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon required to violate the delivery to Crestwood terms of any Underwritten Offering Notice, Crestwood shall "lock-up" or "standstill" provisions relating to any securities offering by it by which it may be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedbound.
(b) Subject Notwithstanding anything to the terms contrary contained herein, Newco shall have no obligation to prepare, file and cause to become effective the Registration Statement (i) unless the Shares to be registered pursuant to the Registration Statement constitute at least 25% of the Shares beneficially owned by the Tune Partners as of the date of the notice requesting such registration or (ii) if Newco delivers to TCI Music an opinion of counsel to the effect that all such Shares for which registration was requested may be sold in a single transaction without registration under the Securities Act. Furthermore, Newco shall not be obligated to prepare, file and cause to become effective Registration Statements for more than two such registrations pursuant to this Section 3.1.
(c) If the selling Tune Partner so elects, it may cause the public offering or distribution of the Shares pursuant to a Demand Registration to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected by the selling Tune Partner and approved by Newco (which approval shall not be unreasonably withheld). Newco shall enter into the same underwriting agreement as shall the selling Tune Partner, containing representations, warranties, indemnities, and agreements reasonably acceptable to Newco and not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. If (i) a Demand Registration is for a firm commitment underwritten public offering and the managing underwriter thereof determines in good faith that the aggregate number of Shares to be offered thereby exceeds the total number of Shares that may be successfully offered at an estimated initial price per share to the public that is at least equal to the minimum initial price per Share (which shall not be higher than the market price at the time of designation) to the public that has been designated in writing at the time of the notice referred to in Section 3.02(a3.1(a) by the selling Tune Partner, and/or (includingii) a Demand Registration is delayed more than 30 days pursuant to Section 3.3(b) prior to being declared effective, and in either case no Shares are sold pursuant to such Demand Registration, then the selling Tune Partner shall have the right to reduce or withdraw its request for such registration by giving written notice to the Company to such effect, in which event, in the case of a withdrawal, such registration shall not be deemed to have occurred for purposes of the last sentence of Section 3.1(b).
(d) The selling Tune Partners may elect to withdraw their Shares from inclusion in a Demand Registration; provided that, except for a withdrawal pursuant to the last sentence of Section 3.1(c), notwithstanding such withdrawal, such registration shall be deemed to have occurred for the avoidance purposes of doubt, the maximum number last sentence of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”3.1(b), for at least an aggregate of $50 million of Registrable Securities unless the selling Tune Partners pay (calculated based on the Common Unit Price times pro rata, in proportion to the number of Registrable Shares requested by them to be included in such registration) within 30 days after any such withdrawal, all of the out-of-pocket expenses of Newco incurred in connection with such registration. Neither Newco nor any Person that is not a Tune Partner shall participate in any Demand Registration unless the selling Tune Partners otherwise agree.
(e) A Demand Registration shall not be deemed to have been effected until such registration has been effective (and not subject to any stop order, injunction or other order or requirement of the Securities on and Exchange Commission (the "SEC") or other Governmental Entity for any reason) for a period of 150 days following the date Crestwood receives an Underwritten Offering Notice)on which such registration was declared effective, Crestwood shall retain underwriters for such Block Trade within 5 calendar daysor, notwithstanding if earlier, the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts date on which all Shares requested to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood be registered thereunder have been sold.
(f) Newco shall not notify grant to any other holder of Common Units of Person the right to include any proposed Block Trade or overnight or bought Underwritten Offering under other Shares in any Registration Statement filed pursuant to this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof3.1.
Appears in 1 contract
Samples: Parent Agreement and Guaranty (Tele Communications Inc /Co/)
Demand Rights. Subject to the terms and conditions of this Agreement (aincluding Section 2.1(b)), (I) The Unitholders shall have the rightat any time, upon written notice delivered by a Founder Registration Party or (II) at any time from time to timeafter November 22, to elect to include2023, other than pursuant to Section 2.01 of this Agreementupon written notice delivered by an Other Holder Registration Party (in each case, at least an aggregate of $50 million of Registrable Securities (calculated based on a “Demand”), in each case requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall use its reasonable best efforts to initiate a promptly (but in any event within 10 days of such Demand) give written notice of such Demand Offering to all other Holders and shall not be exercised use its reasonable best efforts to promptly file the appropriate registration statement with the SEC and use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, (x) the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering a majority of the Registrable Securities participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement and (including any Block Tradey) under this Section 3.02, all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Unitholders shall be entitled to select Company) enter into an underwriting agreement in customary form with the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Demand Rights. (ai) The Unitholders Company agrees that if it receives from the Holder a written request that the Company effect any registration with respect to Warrant Shares on a shelf registration pursuant to Rule 415 of the Securities and Exchange Commission (the "Commission"), the Company will as soon as practicable use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable Blue Sky Laws, and appropriate compliance with the Securities Act) as would permit or facilitate the sale and distribution of all or such portion of such Warrant Shares as are specified in such request. Such shelf registration shall have not be deemed to provide for an underwritten offering of the rightWarrant Shares pursuant to such registration statement.
(ii) The Company shall only be required to effect one (1) registration of Warrant Shares pursuant to this Section 6(a), at any time from time to timeand the provisions of Section 6(c) below shall apply.
(iii) The Company, to elect to include, other than upon receipt of such request for registration pursuant to Section 2.01 6(a)(i), will as promptly as practicable prepare and file with the Commission a registration statement on Form S-3 or on such other form as the Company determines in its sole discretion to be available and appropriate for the registration under the Securities Act of this Agreement, at least an aggregate a secondary public offering. The Company shall use reasonable efforts to keep such registration statement current and continuously effective until the earlier of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on A) the date Crestwood receives an Underwritten Offering Noticewhen all Warrant Shares covered by the registration statement have been sold or (B) one year from the effective date of the registration statement with respect to a shelf registration or (C) such time as to which all of the Warrant Shares may be sold immediately by the Holder under Rule 144 or any successor rule or regulation under the Securities Act.
(iv) Upon written notice to the Holder stating the reasons therefor, the Company shall be entitled to postpone, for a reasonable period of time not to exceed ninety (90) days, the filing of a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a6(a) of this Agreement, exercisable by delivery if (A) such filing would occur prior to ninety (90) days following the effective date of a written notice registration statement relating to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify underwritten public offering of securities of the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings Company for its own account, or (iiB) more than once in any 90-day period. Upon the delivery Company would be required to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters undergo a special interim audit in order to permit comply with such request, unless the Unitholders Holder agrees to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after bear the delivery costs of such Underwritten Offering Notice). In connection special interim audit, or (C) the Company determines, in the good faith exercise of its reasonable business judgment, that such registration and offering would materially interfere with any Underwritten Offering (including any Block Trade) under this Section 3.02bona fide financing, acquisition or other plans of the Company or would require disclosure of information, the Unitholders shall premature disclosure of which would materially adversely affect or otherwise be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject materially detrimental to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to Company. If the terms in Section 3.02(a) (including, for Company postpones the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation filing of the prospectus and other offering documentation related to registration statement, it shall promptly notify the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade Holder in writing when the events or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in circumstances permitting such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofpostponement have ended.
Appears in 1 contract
Samples: Option Agreement (Healthdyne Information Enterprises Inc)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Xxxxx Registration Party, a North Island Registration Party or a Temasek Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering (including any Block Tradea majority of the Registrable Securities participating in the registration and by the requesting Registration Party) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not extent provided in this Agreement, and all Holders proposing to be unreasonably withheld, delayed or conditioned.
distribute their Registrable Securities through such underwriting shall (b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file together with the Commission and is effective, if a Unitholder wishes to engage Company as provided in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.Section
Appears in 1 contract
Samples: Registration Rights Agreement (Virtu Financial, Inc.)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have including Section 4.1(b)), upon written notice delivered by Shareholders holding, individually or in the rightaggregate, at least 5% of the outstanding Registrable Securities held by all Shareholders on the date hereof at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities requesting (calculated based on a “Demand”) that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”), pursuant to and subject to ) under the conditions of this Section 3.02(aSecurities Act (including (x) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed registration to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate made on a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
continuous basis under Rule 415 under the Securities Act and (by) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number IPO) of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with or all of the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times held by such Holder or Holders, which Demand shall specify the number and type of such Registrable Securities on to be registered and the date Crestwood receives an Underwritten Offering Notice)intended method or methods of disposition of such Registrable Securities, Crestwood the Company shall retain underwriters for promptly give written notice of such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), Demand to all other Holders and other Persons who may have piggyback registration rights with respect to such Demand Registration and shall promptly file the appropriate registration statement and use its commercially reasonable efforts to facilitate effect the registration under the Securities Act and applicable state securities Laws of (i) the Registrable Securities which the Company has been so requested to register by such Block Trade; provided that the Unitholder wishing to engage Holder or Holders in the Block Trade Demand, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof by written request given to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall reasonably cooperate specify the intended method of disposition of such Registrable Securities, including whether the intended method of disposition is an underwritten offering), in each case subject to Section 4.1(e), all to the extent required to permit the disposition (in accordance with Crestwood and any underwriters prior to making such request in order to facilitate preparation intended methods of disposition) of the prospectus and other offering documentation related Registrable Securities to be so registered. Notwithstanding the Block Trade. Crestwood shall not notify any other holder immediately foregoing sentence, if the Company has, within the six (6) month period preceding the date of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering a request for a Demand under this Section 3.02 4.1(a), already effected one (1) Demand Registration pursuant to Section 4.1 or a registration under Section 4.3, then the Company shall not be obligated to effect any such registration pursuant to this Section 4.1(a); provided, that any such registration shall be deemed to have been “effected” if the Registration Statement relating thereto (x) has become or been declared or ordered effective under the Securities Act and will not give them any of the opportunity to participate Registrable Securities included in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA Registration Statement have actually been sold thereunder or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofy) has remained effective for a period of at least 180 days.
Appears in 1 contract
Demand Rights. (ai) At any time after April 30, 2001, QRS may make up to two written requests for registration in accordance with the provisions of the 1933 Act (each a "QRS DEMAND REQUEST") of all or part of the Common Stock owned by QRS and the Minority Stockholders may make one written request (which shall be signed by each of Xxxxxxx and Saloner) for registration in accordance with the provisions of the 1933 Act (the "MINORITY STOCKHOLDERS DEMAND REQUEST") of all or part of the Common Stock owned by the Minority Stockholders. At any time 180 days after the first Public Offering, and subject to Section 4.05(b)(iv) below, each Stockholder may make written request to the Company for registration on Form S-3 or any comparable or successor form or forms (the "S-3 DEMAND REQUEST" together with the QRS Demand Requests and the Minority Stockholders Demand Request, each a "DEMAND REQUEST"). The Unitholders Demand Request shall specify the aggregate number of shares of Common Stock owned by the requesting stockholder (the "Requesting Stockholder") to be registered and shall also specify the intended method of disposition thereof.
(ii) If a Demand Request is for an underwritten offering, the Company shall select a managing underwriter or underwriters of recognized national standing to administer the offering, who shall be reasonably satisfactory to the Requesting Stockholder. The Company shall use its best efforts to cause to be registered under the 1933 Act all Common Stock requested to be registered in a Demand Request.
(iii) Notwithstanding the foregoing, if the Company shall furnish to the Requesting Stockholder a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board (A) such registration would require the disclosure of information which the Company has a bona fide business purpose for maintaining confidential, or the Company is not able to comply with the applicable SEC requirements or (B) such registration would otherwise not be in the best interests of the Company and its stockholders for such registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, the Company shall have the right, at any time from time right to time, defer taking action with respect to elect to include, other such filing for a period of not more than pursuant to Section 2.01 120 days after receipt of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery request of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify Requesting Stockholder; PROVIDED, HOWEVER, that the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The Company may not utilize this right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90twelve-day month period. Upon .
(iv) In addition to subsection (iii) above, and with respect to a S-3 Demand Request only, the delivery to Crestwood of any Underwritten Offering Notice, Crestwood Company shall not be obligated to retain underwriters effect any such registration if: (A) Form S-3 is not available for such offering by a Requesting Stockholder; (B) the Requesting Stockholders, together with the holders of any other securities of the Company entitled to inclusion in order such registration, propose to permit sell such registrable securities on Form S-3 at an aggregate price to the Unitholders public of less than $1,000,000; or (C) the Company has within the 12-month period preceding the date of an S-3 Demand Request, effected two registrations for a Requesting Stockholder pursuant to effect this Section 4.05(b).
(v) In addition to subsection (iii) above, and with respect to a Minority Stockholders Demand Request prior to the Company's first Public Offering only, QRS shall have the right to engage a Qualified Investment Banker to advise QRS and the Company concerning whether (A) a Public Offering pursuant to such sale through Minority Stockholders Demand Request at that time is practicable at that time, (B) such Public Offering would be in the best interest of and fair to QRS and its stockholders, and (C) failure to make such Public Offering would not be in the best interest of and unfair to the Stockholders of Tradeweave. Such Qualified Investment Bank shall consider public equity market conditions, general economic conditions, industry trends, comparable companies to the Company and other relevant factors in its analysis. The QRS Board of Directors shall then determine whether registration should be effected pursuant to the Minority Stockholder Demand Request, giving due consideration to the advice rendered by such Qualified Investment Banker, and subject in all events to the fiduciary duties of such directors (including the duty of care and the duty of loyalty). If QRS determines that such registration should not be effected, then the Company shall not take any action with respect to such Minority Stockholders Demand Request and QRS shall provide a written explanation to the requesting Minority Stockholders describing in reasonable detail the reasons for such decision. In such an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days event, the Minority Stockholders shall continue to have available a Minority Stockholders Demand Request, which shall not be exercised prior to the date six months after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders determination by QRS and which Minority Stockholders Demand Request shall continue to be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent provisions of Crestwood not to be unreasonably withheld, delayed or conditionedthis subsection.
(bvi) Subject With respect to a Minority Stockholders Demand Request, at any time after a QRS Change of Control that occurs prior to the terms Company's first Public Offering, QRS shall have a right to object to such Minority Stockholders Demand Request. If QRS elects to do so, the Minority Stockholders and QRS shall each promptly engage a Qualified Investment Banker to determine the transaction which would be the most effective method of maximizing the value of the Company and providing, reasonably promptly, to the Minority Stockholders liquidity with respect to the Common Stock of the Company held by the Minority Stockholders. If the two Qualified Investment Bankers engaged by QRS and the Minority Stockholders are unable to mutually agree upon a method for both maximizing the value of the Company and providing, reasonably promptly, to the Minority Stockholders liquidity with respect to the Common Stock of the Company held by the Minority Stockholders within ninety (90) days of the later of dates of engagement of such Qualified Investment Bankers, then such Qualified Investment Bankers shall engage a third Qualified Investment Banker to make such determination. In making their determination the Qualified Investment Bankers shall consider public equity market conditions, general economic conditions, industry trends, comparable companies to the Company and other relevant factors in Section 3.02(atheir analysis. The determination of the Qualified Investment Banker(s) settling the dispute shall be binding upon QRS, the Minority Stockholders and the Company, and if such determination is in favor of a Public Offering, such Public Offering shall be promptly effected; PROVIDED, HOWEVER, that QRS may elect to cause the Company to not follow such determination by purchasing, or causing the Company to purchase, the entire equity interest held by the Minority Stockholders at the fair value thereof determined by such Qualified Investment Banker(s) (including, for such fair value to be determined assuming that the avoidance Company's Common Stock is publicly traded and without any minority discount from such publicly traded value). If the determination of doubtthe Qualified Investment Banker(s) is that a Public Offering should not be effected, the maximum number of Minority Stockholders shall continue to have available a Minority Stockholders Demand OfferingsRequest, which shall not be exercised prior to the date twelve months after the determination by the Qualified Investment Banker(s) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes which Minority Stockholders Demand Request shall continue to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related be subject to the Block Trade. Crestwood shall not notify any other holder provisions of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofsubsection.
Appears in 1 contract
Samples: Stockholders Agreement (QRS Corp)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Principal Stockholder (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Principal Stockholder, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Principal Stockholder in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such Holders by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Securities through such underwriting shall (together with any Underwritten Offering (including any Block Tradethe Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Demand Rights. (a) The Unitholders At any time after the 180th day following the Effective Date, each Rightholder shall have the rightright to require Holdings to file a registration statement on Form X-x, X-0 or F-3 (or Form X-0, X-0 or S-3) under the Securities Act for a public offering of all or any number of the Registrable Shares held by its Rightholder Group, by delivering to Holdings written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a “Demand Request”). Bowenvale may, on behalf of a Rightholder in accordance with Section 1.9, deliver to Holdings a Demand Request; such Demand Request shall, in addition to the information required under the first sentence of this Section 1.1 (a), specify which Rightholder’s demand registration right is being exercised. Two or more Rightholders may jointly deliver to Holdings a Demand Request and such shall constitute only one Demand Request for purposes of Section l.l(b)(iii); such Demand Request shall, in addition to the information required under the first sentence of this Section l.l(a), specify which Rightholder’s demand registration right is being exercised. Holdings shall give prompt written notice of a Demand Request (a “Notice of Demand Request”) to the Rightholders that are not making the Demand Request. Each other Rightholder shall have the right to require that all or any number of the Registrable Shares held by its Rightholder Group be included in such registration, by delivering to Holdings a written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares are to be included in such registration (collectively, the “Joining Shareholders”) and specifying the number of each such Joining Shareholder’s Registrable Shares to be included in such Registration Statement (a “Joining Request”). Bowenvale may, on behalf of a Rightholder in accordance with Section 1.9, deliver to Holdings a Joining Request specifying which Rightholder has exercised its right to require Bowenvale to deliver such Joining Request. To be effective, a Joining Request must be given on or before the fifteenth (15th) day after the Notice of Demand Request is given by Holdings. Upon receipt of a Demand Request, Holdings shall use its best efforts to effect the registration under the Securities Act of the Registrable Shares included in the Demand Request and the Registrable Shares included in any Joining Request, all to the extent necessary to permit the Demanding Shareholders and the Joining Shareholders (individually, a “Seller” and, collectively, the “Sellers”) to sell or otherwise dispose of their respective Registrable Shares included in the registration in accordance with the intended method of distribution. The rights and obligations of the parties listed under this Section 1.1 (a) are subject to the other provisions of this Agreement.
(b) Holdings’ obligations pursuant to Section 1.1 (a) above are subject to the following limitations and conditions:
(i) Holdings shall not be obligated to fulfill a Demand Request unless the aggregate public offering price of all Registrable Shares to be included in such registration pursuant to any Demand Request and any related Joining Request shall not be less than US$10 million;
(ii) If the aggregate public offering price of all Registrable Shares to be included in such registration pursuant to any Demand Request and related Joining Request shall be at least US$50 million, Holdings will, if requested, use reasonable efforts to participate in and assist with a “road show” and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to such registration, at such times and in such manner as Holdings and the Rightholder mutually may determine (and as do not unreasonably interfere with Holdings’ operations);
(iii) Holdings shall not be obligated to fulfill a Demand Request made by a Rightholder if such Rightholder has made two (2) prior Demand Requests and, with respect to each such Demand Request, either (A) Holdings has filed a Securities Act registration covering Registrable Shares pursuant to such Demand Request, such registration was declared or ordered effective, such effectiveness was not suspended or stopped by any time from time governmental or judicial authority and such Demand Request was not withdrawn pursuant to time, to elect to include, Section 1. l(d) below; or (B) such Demand Request was withdrawn other than pursuant to Section 2.01 1. l(d);
(iv) the Shares to be offered in a public offering pursuant to any Demand Request and related Joining Request shall not exceed the number which the managing underwriter for the offering (or, if there is none, an internationally recognized investment banking firm acting as financial advisor to Holdings) determines in good faith to be appropriate based on market conditions and other relevant factors, including pricing (the “Maximum Number”), and Shares shall be allocated to give effect to this clause (iv) as provided in Section 1.3.
(v) Holdings shall not be obligated to fulfill the requirements herein with regard to any registration relating to a Demand Request (A) during any period of this Agreementtime (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after Holdings has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act) if, at least in the judgment of an aggregate internationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to Holdings), the fulfillment of $50 million such requirements or such filing would have an adverse effect on the offering, (B) during any period of Registrable time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when Holdings is in possession of material, non-public information that Holdings would not be required to disclose publicly in the absence of any Securities Act registration of its securities, (C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when Holdings is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of independent U.S. counsel, that such program or offer and the requested registration may not proceed concurrently without violating Rule l0b-6 under the Exchange Act or (D) during the 180-day period following (1) the effectiveness of any Securities Act registration covering Capital Securities (calculated based but excluding any registration on Form S-8 under the Common Unit Price times Securities Act) or (2) the number termination of Registrable Holdings’ efforts to effect a Securities on Act registration pursuant to a prior Demand Request, if such termination was not due to any fault of Holdings;
(vi) Holdings shall not be required to maintain the date Crestwood receives an Underwritten Offering Notice) under effectiveness of a registration statement filed pursuant to an Underwritten Offering Section 1.1 (a) for a “period in excess of nine (9) months and shall not be required to maintain any registration statement that permits a delayed or continuous offering to be made for more than 60 consecutive days after such registration statement becomes effective; and
(vii) the Rightholder making the Demand Offering”), Request shall be entitled to designate any one lawful method of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 1.1, and all Sellers will sell their Registrable Shares included in the registration in the designated method (and, in the case of any underwriting, on the same terms and conditions); the method of distribution shall be indicated in the Demand Request or, with Holdings’ consent, determined thereafter and prior to filing the registration statement; the method of distribution and the terms and conditions thereof shall be subject to Holdings’ prior approval, which will not be unreasonably withheld, and in any distribution involving an underwriter, the Rightholder making the Demand Request shall be entitled (after consulting with Holdings and with Holdings’ approval, which will not be unreasonably withheld) to select any internationally recognized investment banking firm to act as underwriter.
(c) Subject to Section 1.3, Holdings may elect to include in any registration statement filed pursuant to this Section 1.1 any Shares to be issued by it or held by any of its subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of this Section 3.02(aof, any underwriting agreement or distribution arrangements entered into or effected by the Demanding Shareholders.
(d) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate A Rightholder may withdraw a Demand Offering shall not be exercised Request if (i) Holdings is in respect material breach of more than three Underwritten Offerings its obligation hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to do so or (ii) more than once the withdrawal occurs during a period specified in any 90-day periodSection 1.l(b)(v). Upon the delivery A Demand Request withdrawn pursuant to Crestwood of any Underwritten Offering Notice, Crestwood this Section 1.1 (d) shall be obligated deemed not to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery have been made for purposes of such Underwritten Offering Notice). In connection Section 1.6 and, together with any Underwritten Offering (including any Block Trade) under this Section 3.02related Joining Request, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedno further effect.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (AsiaCo Acquisition LTD)
Demand Rights. (a) The Unitholders shall have Subject to the rightterms and conditions of this Agreement, at any time including those in the next succeeding sentence, from and after the date that the Company consummates the transactions contemplated by the Purchase Agreement, from time to time, at any time the Company is not in compliance with its obligations under Section 2.2 to elect to includefile and maintain the effectiveness of a Shelf Registration Statement, other than pursuant to Section 2.01 if the Holders of this Agreement, at least an aggregate 25% of $50 million of the Registrable Securities provide notice (calculated based on a “Demand”) requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect registered by the Demanding Holders and the intended method or methods of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery disposition of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02Registrable Securities, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use its commercially reasonable efforts to facilitate such Block Trade; provided that effect, as promptly as practicable, the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation registration of the prospectus offer and other offering documentation related sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the Block Trade. Crestwood shall not notify any other holder extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of Common Units such Registrable Securities, in accordance with the intended method or methods of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate disposition stated in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA Demand. At any time and from time to time after March 30, 2022), as in effect on the date hereof, a Holder shall have the right to initiate up to three Demand Registration hereunder on behalf of the Holders of Registrable Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $25,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as the case may be, and (ii) the Company shall not be required to effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such appropriate form that the Company is eligible to use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for the Demanding Holders.
Appears in 1 contract
Samples: Investor Rights Agreement
Demand Rights. (a) The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject Subject to the conditions of this Section 3.02(a) 3, in the event that the Agreement of this AgreementMerger, exercisable dated as of October 25, 2007, by delivery and among the Company, the Purchaser and BravoSolution, S.p.A. has been terminated in accordance with Article 9 thereof, the Holders of a written notice to Crestwood majority of the Registrable Securities then outstanding (an the “Underwritten Offering NoticeInitiating Holders”)) may request in writing (the “Demand Request”) that the Company file a Registration Statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding. Each Underwritten Offering Notice The Demand Request shall specify set forth the approximate number of Registrable Securities proposed owned by the Initiating Holders to be sold included in the Demand Offering and Registration Statement. In such event, the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company shall:
(i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no any event more than 30 calendar within ten days of the receipt of the Demand Request, give written notice of such request to all Holders (the “Demand Notice”);
(ii) subject to the limitations set forth in this Section 3, prepare and file, as expeditiously as is commercially reasonable, and in any event within 90 days of receipt of such request (the “Demand Registration Filing Date”), a Registration Statement under the Securities Act covering the Registrable Securities specified by the Initiating Holders in the Demand Request and such other Registrable Securities with respect to which the Company has received written requests for inclusion within such Registration Statement within 15 days after the delivery of such Underwritten Offering Company has given the Demand Notice). In connection with any Underwritten Offering ; and
(including any Block Tradeiii) under this Section 3.02, use its commercially reasonable efforts to cause the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not Registration Statement to be unreasonably withheld, delayed or conditioneddeclared effective.
(b) Subject The Registration Statement shall be a resale registration statement on Form S-3, except (i) if the Company is not then eligible to register for resale the terms Registrable Securities on Form S-3, in Section 3.02(awhich case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder or (ii) if the Initiating Holders request and include in the Demand Request that such Registration Statement be on Form S-1 (includingor such other another appropriate form in accordance with the Securities Act and the rules promulgated thereunder), for in which case such registration shall be on such other appropriate form. The Company shall use its commercially reasonable efforts to (i) have such Registration Statement declared effective by the avoidance of doubt, Commission (x) within 90 days after the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Filing Date if such Registration Statement is on file with not reviewed by the Commission or (y) within 120 days after the Demand Registration Filing Date if such Registration Statement is reviewed by the Commission and is effective, if a Unitholder wishes (ii) keep such Registration Statement continuously effective under the Securities Act during the Effectiveness Period. Each Holder acknowledges and agrees that the Company shall be permitted to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of exclude such Holder’s Registrable Securities (calculated based on from a Registration Statement if such Holder fails to timely comply with the Common Unit Price times Company’s request for information pursuant to Section 4(m); provided if such Holder provides such information prior to the number filing of Registrable Securities on such Registration Statement the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use commercially reasonable efforts to facilitate include such Block TradeRegistrable Securities on such Registration Statement.
(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their Demand Request by means of an underwritten offering, they shall so advise the Company in the Demand Request, and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders; provided provided, however, that the Unitholder wishing Company shall first exclude all other securities from the underwriting and registration before it reduces the number of Registrable Securities requested by the Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to engage withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 Business Days prior to the effective date of such Registration Statement.
(d) The Company shall not be required to effect any registration pursuant to this Section 3:
(i) after the Company has filed two Registration Statements pursuant to this Section 3; or
(ii) if the Company shall furnish to the Holders requesting a Registration Statement pursuant to this Section 3, a certificate signed by the Chief Executive Officer of the Company stating that in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation reasonable judgment of the prospectus and other offering documentation related Board of Directors of the Company, it would be detrimental to the Block Trade. Crestwood Company and its shareholders for such Registration Statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not notify more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof12 month period.
Appears in 1 contract
Demand Rights. (a) The Unitholders shall have Subject to the rightterms and conditions of this Agreement, at any time including those in the next succeeding sentence, from and after the date hereof, from time to time, at any time the Company is not in compliance with its obligations under Section 2.2 to elect to includefile and maintain the effectiveness of a Shelf Registration Statement, other than pursuant to Section 2.01 if the Holders of this Agreement, at least an aggregate 25% of $50 million of the Registrable Securities provide notice (calculated based on a “Demand”) requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”) under the Securities Act of any or all of the Registrable Securities, as the case may be (the “Demanding Holders”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect registered by the Demanding Holders and the intended method or methods of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery disposition of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02Registrable Securities, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use its commercially reasonable efforts to facilitate such Block Trade; provided that effect, as promptly as practicable, the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation registration of the prospectus offer and other offering documentation related sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the Block Trade. Crestwood shall not notify any other holder extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of Common Units such Registrable Securities, in accordance with the intended method or methods of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate disposition stated in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA Demand. At any time and from time to time after March 30, 2022), as in effect on the date hereof, a Holder shall have the right to initiate up to three Demand Registration hereunder on behalf of the Holders of Registrable Securities; provided, that in each case, (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $10,000,000, unless such registration shall include all of the Registrable Securities, as the case may be, then owned by such Demanding Holder, as the case may be, and (ii) the Company shall not be required to effect more than one Demand Registration in any consecutive 120-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Demand Registration Statement shall have been deemed effective in accordance with Section 2.1(b). A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the Securities Act and shall be on such appropriate form that the Company is eligible to use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to a Demand shall be selected in accordance with Section 2.7(f). Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to each other Holder of Registrable Securities in the manner provided in Section 2.3, and the Company shall, subject to Section 2.1(c), use its commercially reasonable efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c). The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Demand Registration Statement for the Demanding Holders.
Appears in 1 contract
Demand Rights. (a) The Unitholders At any time and from time to time following June 30, 2007, the Seller as holder of the Purchase Price Shares shall have the rightright to require the Purchaser to effect a registration on Form S-1 (or any comparable or successor form) of all of the Purchase Price Shares by giving notice to such effect to the Purchaser specifying the number of Purchase Price Shares to be included therein and the intended method of distribution thereof; provided, at that, the Purchaser shall only be required to effect two (2) such registration under this Section 6.17(a). The Purchaser shall use its best efforts to effect, as soon as practicable, the registrations under the Securities Act of 1933 (the "Securities Act") of all the Purchase Price Shares requested by the Seller to the extent necessary to permit the sale or other disposition thereof in accordance with the intended method of disposition.
(b) At any time that the Purchaser shall be qualified for the use of Form S-3 (or any comparable or successor form), the Seller shall have the right from time to timetime to require the Purchaser to effect a registration on Form S-3 for registrable securities having an anticipated aggregate offering price (based on then current market prices) of at least $100,000 (including registrations for the sale of such registrable securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act) by giving notice to such effect to the Purchaser and specifying the number of registrable securities to be included therein and the intended method of distribution. The Purchaser shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all the registrable securities requested by the Seller hereunder to elect the extent necessary to include, permit the sale or other than disposition thereof in accordance with the intended method of disposition. Registrations effected pursuant to this Section 6.17(b) shall not count as demands for registration pursuant to Section 2.01 of 6.17(a) hereof.
(c) The Purchaser's obligations pursuant to this Agreement, at least an aggregate of $50 million of Registrable Securities Section 6.17 shall be subject to the following limitations and conditions:
(calculated based on i) the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under Purchaser shall not be obligated to file a registration statement pursuant to an Underwritten Offering this Section 6.17 within ninety (90) days of the effectiveness of a “Demand Offering”), registration statement previously filed by the Purchaser if the Seller had the right to have all the Purchase Price Shares requested to be registered by the Seller under such registration statement to be included therein; and
(ii) the Purchaser shall have the right to delay the filing of a registration statement pursuant to and subject to the conditions of this Section 3.02(a6.17 during one or more periods aggregating not more than ninety (90) days in any twelve-month period if the Purchaser would, in accordance with advice of this Agreementits counsel, exercisable be required to disclose information not otherwise required by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed law to be sold publicly disclosed and, in the Demand Offering judgment of the Board of the Purchaser, such disclosure would materially and adversely affect the expected price range of Registrable Securities Purchaser.
(d) A registration requested pursuant to be sold in such Underwritten Offering. The right to initiate a Demand Offering this Section 6.17 shall not be exercised deemed to have been effected (i) in if a registration statement with respect of more than three Underwritten Offerings or thereto shall not have become effective, (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Noticeif after becoming effective, Crestwood such registration shall be obligated 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 by reason of some act or omission by the Seller, or (iii) if the conditions to retain underwriters closing specified in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but underwriting agreement entered into in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood registration shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofsatisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (National Investment Managers Inc.)
Demand Rights. (a) The Unitholders shall have From and after the first anniversary of the Closing (unless the Company consents to an earlier date, such consent not to be unreasonably withheld), St. Xxxx has the right, at any time from time to timeon four occasions, to elect require the Company to includefile a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act for a public offering of Registrable Shares, by delivering to the Company written notice stating that such right is being exercised, naming, if applicable, the members of the St. Xxxx Group whose Registrable Shares are to be included in such registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "DEMAND REQUEST"); PROVIDED that, from and after the fifth anniversary of the Closing, St. Xxxx has the right to two additional Demand Requests if on such date St. Xxxx is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt of a Demand Request, the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of their respective Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 2.1(a) are subject to the other than provisions of this Agreement.
(b) The Company's obligations pursuant to Section 2.01 2.1(a) above are subject to the following conditions:
(i) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such Demand Request;
(ii) the Company is not obligated to fulfill a Demand Request unless the Demand Request is for such number of Registrable Shares that is equal to an amount of at least $50M as of the date of such Demand Request, PROVIDED that the last Demand Request (as specified in Section 2.1(a) of this Agreement) will not be subject to the limitations of this Section 2.01(b)(ii); and
(iii) the Company shall, if requested by St. Xxxx, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to such registration, at least such times and in such manner as St. Xxxx xxx reasonably request.
(iv) the Company is not obligated to fulfill the requirements herein with regard to any registration relating to a Demand Request:
(A) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an aggregate of $50 million of Registrable Securities (calculated based adverse effect on the Common Unit Price times offering,
(B) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the number Company is in possession of Registrable material, non-public information that the Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be materially injurious to the Company, or
(C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the date Crestwood receives an Underwritten Offering Noticerequested registration may not proceed concurrently without violating Regulation M under the Exchange Act.
(v) under the Company is not required to maintain the effectiveness of a registration statement filed pursuant to an Underwritten Offering Section 2.1(a) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 2.6, and shall not be required to file or maintain any registration statement that permits a delayed or continuous offering to be made for more than 30 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 2.6, after such registration statement becomes effective;
(a “Demand Offering”), vi) any underwriting agreement entered into in connection with any public offering pursuant to this Article II shall contain a provision pursuant to which the managing underwriter of any such public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of such sale, any such person would own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the Internal Revenue Code of 1986, as amended, 10% or more of the Common Shares; and
(vii) St. Xxxx is entitled to designate any one or more lawful methods of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 2.1, and St. Xxxx will sell its Registrable Shares included in the registration in the designated methods (and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution involving an underwriter, St. Xxxx is entitled to select any nationally recognized investment banking firm to act as underwriter, PROVIDED that with respect to any Demand Requests and piggy-back registrations for which the Company bears the costs and expenses pursuant to Section 2.7, such selection of an underwriter by St. Xxxx is subject to the consent of the Company, such consent not to be unreasonably withheld.
(c) Subject to Section 2.3, the Company may elect to include in any registration statement filed pursuant to this Section 2.1 any Common Shares to be issued by it or held by any of its subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of this Section 3.02(a) of this Agreementof, exercisable any underwriting agreement or distribution arrangements entered into or effected by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedDemanding Shareholders.
(bd) Subject St. Xxxx xxx withdraw a Demand Request at any time. A Demand Request withdrawn pursuant to the terms in this Section 3.02(a2.1(d) (including, is deemed not to have been made for the avoidance purposes of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission 2.1 and is effective, of no further effect if a Unitholder wishes to engage and only if St. Xxxx pays or reimburses the Company for all expenses and costs incurred by it in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for connection with such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofDemand Request.
Appears in 1 contract
Samples: Registration Rights Agreement (Platinum Underwriters Holdings LTD)
Demand Rights. (a) The Unitholders holders of a majority of the Registrable Securities shall have the right, right at any time from time to timeand after Completion, to elect to includeupon written notice (which notice shall specify the method of distribution of the Registrable Securities, other than pursuant to Section 2.01 of this Agreementwhich may include a distribution via a shelf registration statement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times and the number of Registrable Securities on the date Crestwood receives an Underwritten Offering NoticePurchaser Shares desired to be so registered) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions provisions of this Section 3.02(aSchedule 4, to require the Purchaser to prepare and file as soon as practicable after receipt of such notice and use its reasonable best efforts to cause to become effective as soon as practicable thereafter a registration statement (a "Registration Statement") under the Securities Act with respect to the resale of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of all Registrable Securities proposed requested by the Requesting Holders (as defined below) to be sold in so registered (a "Demand Registration"); provided, however, that the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Purchaser shall not be exercised required to violate (i) in the terms of any "lock-up" provisions relating to any securities offering by it by which it may be bound (such lock-up period not to exceed 180 days with respect of more than three Underwritten Offerings to any specific offering) or (ii) more than once in any 90-day period. Upon the delivery provisions of the Securities Purchase Agreement dated August 7, 2000 between the Purchaser, Go2Net, Inc. and Vulcan Ventures Inc. (the "Go2Net Agreement"), the Amended and Restated Registration Rights Agreement dated as of December 21, 1998 among the Purchaser and certain securityholders, as amended by the Go2Net Agreement (the "Registration Rights Agreement") and the Agreement dated December 22, 1999 between the Purchaser and the shareholders of xxxXxxx.xxx, Inc. (the "ipoPros Agreement") (the Go2Net Agreement, the Registration Rights Agreement and the ipoPros Agreement being referred to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit collectively as the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice"Registration Agreements"). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02If the holders of a majority of the Registrable Securities make such a demand of the Purchaser, the Unitholders shall be entitled to select Purchaser will forthwith notify all other holders of the Managing Underwriter or Underwriters for Registrable Securities. Any such Underwritten Offering, subject to holder who informs the consent Purchaser within 10 Business Days of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to it making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity a notification that it wishes to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice registration will be provided under so entitled. The term "Requesting Holders" shall mean both the PIPE RRA after March 30, 2022), as holders of the majority of the Registrable Securities making the initial request and any other such holder who elects to participate in effect on accordance with the date hereofpreceding sentence.
Appears in 1 contract
Demand Rights. Following the first anniversary of the consummation of an IPO, (ax) Platinum shall be entitled to one (1) demand registration (other than a registration on Form S-3 or any equivalent successor form) and (y) each of the Minority Investors shall be entitled to unlimited demand registration rights for non-underwritten, resale shelf registrations on Form S-3 or any equivalent successor form (provided, that any such demand registration on Form S-3 (or any equivalent successor form) shall be an underwritten offering if the demanding Minority Investor agrees to pay its pro rata share of all out-of-pocket expenses incurred by the Company to deliver opinions, comfort letters and other deliverables that the underwriters require under the underwriting agreement), subject to customary exceptions or limitations to be agreed upon by the Supermajority Investors (including with respect to the number and frequency of any such underwritten offerings). Except with the prior approval of Supermajority Investors, the Company shall not grant to any Person the right to request the Company to register any Units or other equity securities unless such registration rights also permit the Minority Investors the right to participate in any such registration on a pro rata basis (based on the number of Units or other equity securities requested to be included in such registration) on a basis no less favorable to the Minority Investors than that of the party being granted such registration rights. The registration rights agreement (whether as a separate agreement or an agreement that is included directly into the Amended LLC Agreement) shall be in form and substance consistent with this term sheet and otherwise reasonably satisfactory to the Supermajority Investors. BOARD REPRESENTATION The Company shall be governed by the Board. Upon and following the Effective Date, the Board shall comprise such number of managers as determined by the Majority Unitholders (as defined below); provided that: (i) for so long as Centerbridge holds (A) at least seventy-five (75%) of the Units held by Centerbridge as of the Effective Date (subject to Adjustments), and (B) a greater percentage of the Units than any other Unitholder and its Affiliates and Related Funds, Centerbridge shall be entitled to appoint a majority of the members of the Board; (ii) the Board shall include the Chief Executive Officer (or equivalent) of the Company, and (iii) for so long as Platinum continues to hold at least seventy-five (75%) of the Units held by Platinum as of the Effective Date, the Board shall include one (1) member designated by the Majority Minority Investors (as defined below)(the “Majority Minority Designee”). Any committee of the Board shall include the Majority Minority Designee. The Board shall meet at least once per calendar quarter. Managers (acting in their capacity as such) shall have the rightsame fiduciary duties as directors of a Delaware corporation; provided, at however, that, subject to customary confidentiality (but not non-use) obligations in favor of the Company, the Unitholders (who are not also employees or officers of the Company or any time from time of its Subsidiaries) and their Affiliates, directors, principals, officers, employees and/or other representatives (including any of the foregoing that may be a manager of the Company or a member of any Subsidiary Governing Body (as defined below)) may engage in, and have no duty or obligation to timerefer or offer to the Company or any of its Affiliates, any corporate (or analogous) or business opportunity, and the Company and each Subsidiary of the Company will renounce any interest or expectancy in any corporate (or analogous) or business opportunity which may be an opportunity for any of the foregoing Persons. Except for any decision-making powers that the managers in their good faith and informed judgment deem appropriate to elect delegate to includeany (x) committee of the Board or any committee of a Subsidiary Governing Body or (y) officer of the Company or any Subsidiary of the Company, other than pursuant all decisions with respect to Section 2.01 matters that are not in the ordinary course of business of the Company or any Subsidiary of the Company, or that are material to the business and affairs of the Company or any Subsidiary of the Company (as applicable), shall be made by the Board or the applicable Subsidiary Governing Body. Each manager shall be reimbursed for reasonable expenses incurred in the performance of his or her duties as a manager. In the event the Majority Minority Investors (as defined below) reasonably determine that the governance of the Company and its Subsidiaries is not being conducted by the Board as contemplated by this Agreement, at least an aggregate their election, the composition of $50 million the board of Registrable Securities managers or other governing body of any Subsidiary of the Company (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (each, a “Demand OfferingSubsidiary Governing Body”)) shall include the Majority Minority Designee, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range case of Registrable Securities non-U.S. Subsidiaries, to be sold in such Underwritten Offeringany applicable non-U.S. laws. The right Amended LLC Agreement will contain a customary voting agreement obligating each Unitholder to initiate a Demand Offering shall not be exercised (i) vote its voting Units in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection accordance with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedthese terms.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Restructuring Support Agreement (Aquilex Holdings LLC)
Demand Rights. (ai) The Unitholders Commencing 90 days after the occurrence of the Initial Public Offering, Holders who are Investcorp Investors shall have the right, at exercisable for up to a total of four (4) effective registration statements (any time from time one or all of which may be a continuous or delayed "shelf" registration pursuant to timeRule 415 under the Securities Act), to elect require the Company to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million register under the Securities Act such number of Registrable Securities as such Holders shall designate for sale in a written request to the Company (calculated based on the Common Unit Price times "Investcorp Demand Registration") provided, however, that the number of Registrable Securities on designated for sale by the date Crestwood receives an Underwritten Offering NoticeInvestcorp Investors in any Investcorp Demand Registration may not represent less than 2% of the total number of shares of common stock of the Company then outstanding.
(ii) under Commencing 90 days after the occurrence of the Initial Public Offering, Holders who are DB Investors beneficially owning at least one-third of the total common Registrable Securities held by DB Investors (assuming for this purpose the exercise of the Warrants) shall have the right, exercisable for up to a total of two (2) effective registration statement statements (any one or both of which may be a continuous or delayed "shelf" registration pursuant to an Underwritten Offering (a “Demand Offering”Rule 415 under the Securities Act), pursuant to and subject require the Company to register under the conditions Securities Act all or a portion of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate such number of Registrable Securities proposed as such Holders shall designate for sale in a written request to be sold the Company (the "DB Demand Registration") provided, however, that the Company shall have the right to delay any DB Demand Registration for any two periods not to exceed 90 days in the Demand Offering and aggregate for both such periods in any 12 month period if, in the expected price range good faith determination of the Company, the sale of such Registrable Securities or the required disclosure of information in any related registration statement, prospectus or prospectus supplement would materially interfere with any material financing, acquisition or other material event or transaction which is then intended or the public disclosure of which at the time would be materially prejudicial to be sold in such Underwritten Offering. The right to initiate a Demand Offering the Company; provided, further, that the Company shall not be exercised (i) in respect of required to effect more than three Underwritten Offerings one DB Demand Registration in any 12 month period.
(iii) The Company will not, without the written consent of a majority in interest of the Investcorp Investors, include in any Investcorp Demand Registration securities for sale for the account of any Person (including the Company) other than Investcorp Investors, except that the Company shall include securities held by other Holders having the contractual right to be so included pursuant to (A) this Agreement, (B) the Warrant Registration Rights Agreement dated as of the date hereof among the Company, Deutsche Bank Securities Inc., UBS Warburg LLC and Xxxxxxx, Xxxxx & Co.(the "Warrant Registration Rights Agreement") or (iiC) more than once the Management Shareholder Agreements dated as of the date hereof entered into with members of senior management of the Company or any Management Shareholder Agreements with substantially similar terms (the "Management Shareholder Agreements") (in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, each case subject to the consent applicable provisions of Crestwood not to be unreasonably withheld, delayed or conditionedsuch Agreements).
(biv) Subject The Company will not, without the written consent of a majority in interest of the DB Investors, include in any DB Demand Registration securities for sale for the account of any Person (including the Company) other than DB Investors, except that the Company shall include securities held by other Holders having the contractual right to be so included pursuant to (A) this Agreement, (B) the Warrant Registration Rights Agreement or (C) any Management Shareholder Agreements (in each case subject to the terms in Section 3.02(a) (including, for the avoidance applicable provisions of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”such Agreements), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Common Equity Registration Rights Agreement (Jostens Inc)
Demand Rights. (a) The Unitholders At any time on and after the 180th day following the date of the prospectus relating to the IPO (the "IPO Lock-Up Date") (unless the Company consents to an earlier date), each Rightholder shall have the rightright on one occasion or, in the case of AIG, on two occasions, to require the Company to file a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) under the Securities Act for a public offering of all or any number of the Registrable Shares held by its Rightholder Group or, in the case of AIG, for any number of Registrable Option Shares, by delivering to the Company written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares or Registrable Option Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); provided, however, in the event the AIG Option becomes exercisable prior to the IPO Lock-Up Date, AIG may of right demand one registration at such time for any number of Registrable Option Shares either (i) in connection with the merger or consolidation of the Company out of existence or the sale or lease of substantially all of the assets of the Company or (ii) if necessary, in the judgment of AIG, to comply with its obligation to dispose of any shares obtained pursuant to exercise of the AIG Option that would result in AIG becoming a "United States 25% Shareholder" as defined in the AIG Option (an "Inter Lock-Up AIG Request"). Two or more Rightholders may join together in making a joint Demand Request. The Company shall give prompt written notice of a Demand Request (a "Notice of Demand Request") to each Rightholder that is not making the Demand Request. Other than with respect to an Inter Lock-Up AIG Request, each such other Rightholder shall have the right to require that all or any number of the Registrable Shares or Registrable Option Shares held by its Rightholder Group be included in such registration, by delivering to the Company a written notice stating that such right is being exercised, naming the members of its Rightholder Group whose Registrable Shares or Registrable Option Shares are to be included in such registration (collectively, the "Joining Shareholders") and specifying the number of each such Joining Shareholder's Registrable Shares or Registrable Option Shares to be included in such Registration Statement (a "Joining Request"). To be effective, a Joining Request must be given on or before the fifteenth (15th) day after the Notice of Demand Request is given by the Company. In the event that AIG delivers a Demand Request or a Joining Request with respect to Registrable Option Shares, such Demand Request or Joining Request shall, in addition to the matters set forth above, indicate AIG's intention to exercise the AIG Option and the number of Registrable Option Shares to be purchased upon such exercise and to be included in the registration to which such request relates; provided, however, that the exercise of the AIG Option shall be effective only immediately prior to, and contingent upon, the closing of the public offering to which the requested registration relates. Upon receipt of a Demand Request, the Company shall use its reasonable efforts to effect the registration under the Securities Act of the Registrable Shares or Registrable Option Shares included in the Demand Request and the Registrable Shares or Registrable Option Shares included in any Joining Request, all to the extent necessary to permit the Demanding Shareholders and the Joining Shareholders (collectively, the "Sellers") to sell or otherwise dispose of their respective Registrable Shares or Registrable Option Shares included in the registration in accordance with the intended method of distribution. The rights and obligations of the parties listed under this Section 1.1(a) are subject to the other provisions of this Agreement.
(b) The Company's obligations pursuant to Section 1.1(a) above are subject to the following limitations and conditions:
(i) the Company shall not be obligated to fulfill a Demand Request unless the aggregate number of Registrable Shares and Registrable Option Shares to be included in such registration pursuant to any Demand Request equals or exceeds 2,500,000 Common Shares; provided, however, the Company shall be obligated to fulfill, in aggregate, one Demand Request submitted by one or more Over-allotment Remaining Shareholders provided the number of Registrable Shares to be included in such registration pursuant to such Demand Request equals or exceeds 500,000 Common Shares;
(ii) the Company will, if requested, use reasonable efforts to participate in and assist with a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares or Registrable Option Shares pursuant to such registration, at such times and in such manner as the Company and the Rightholders making such Demand Request and any time from time related Joining Request mutually may determine (and as do not unreasonably interfere with the Company's operations);
(iii) the Company shall not be obligated to timefulfill a Demand Request made by a Rightholder (other than AIG) if such Rightholder has made a prior Demand Request and either (A) the Company has filed a Securities Act registration covering Registrable Shares or Registrable Option Shares pursuant to such Demand Request, such registration was declared or ordered effective, such effectiveness was not suspended or stopped by any governmental or judicial authority and such Demand Request was not withdrawn pursuant to elect to include, Section 1.1(d) below; or (B) such Demand Request was withdrawn other than pursuant to Section 2.01 1.1(d); the Company shall not be obligated to fulfill a Demand Request made by AIG if AIG has made two prior Demand Requests to which either clause (A) or (B) above is applicable;
(iv) the Common Shares to be offered in a public offering pursuant to any Demand Request and related Joining Request shall not exceed the number which the managing underwriter for the offering (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) determines in good faith to be appropriate based on market conditions and other relevant factors, including pricing (the "Maximum Number"), and Common Shares shall be allocated to give effect to this clause (iv) as provided in Section 1.3.
(v) the Company shall not be obligated to fulfill the requirements herein with regard to any registration relating to a Demand Request (A) during any period of this Agreementtime (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, at least in the judgment of a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an aggregate adverse effect on the offering, (B) during any period of $50 million time (not to exceed ninety (90) days during any period of Registrable twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, (C) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its Capital Securities, and determines, on advice of independent U.S. counsel, that such program or offer and the requested registration may not proceed concurrently without violating Rule 10b-6 under the Exchange Act or (D) during the 180-day period following (1) the effectiveness of any Securities Act registration covering Capital Securities (calculated based but excluding any registration on Form S-8 under the Common Unit Price times Securities Act or any similar or successor form) or (2) the number termination of Registrable the Company's efforts to effect a Securities on Act registration pursuant to a prior Demand Request, if such termination was not due to any fault of the date Crestwood receives an Underwritten Offering NoticeCompany;
(vi) under the Company shall not be required to maintain the effectiveness of a registration statement filed pursuant to an Underwritten Offering Section 1.1(a) for a period in excess of 90 consecutive days and shall not be required to file or maintain any registration statement that permits a delayed or continuous offering to be made for more than 30 consecutive days after such registration statement becomes effective;
(a “Demand Offering”), vii) the managing underwriter of any public offering effected pursuant to this Article I shall agree to use its best efforts to avoid selling Registrable Shares or Registrable Option Shares to any one person or group of related persons (other than another dealer acting as an underwriter or member of any selling group in connection with such public offering) if, as a result of such sale, any such person would become a United States 10% Shareholder or any such person would become a United States 25% Shareholder; and
(viii) the Rightholder(s) making the Demand Request and any Joining Shareholders, following agreement amongst themselves, shall be entitled to designate any one lawful method of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 1.1, and all Sellers will sell their Registrable Shares or Registrable Option Shares included in the registration in the designated method (and, in the case of any underwriting, on the same terms and conditions); the intended method of distribution shall be indicated in the Demand Request and, following agreement amongst the Rightholder(s) making the Demand Request and any Joining Shareholders, shall be finally determined prior to filing the registration statement; the method of distribution and the terms and conditions thereof shall be subject to the Company's prior approval, which will not be unreasonably withheld, and in any distribution involving an underwriter, the Rightholder(s) making the Demand Request and any Joining Shareholders, following agreement amongst themselves, shall be entitled (after consulting with the Company and with the Company's approval, which will not be unreasonably withheld) to select any nationally recognized investment banking firm to act as underwriter.
(c) Subject to Section 1.3, the Company may elect to include in any registration statement filed pursuant to this Section 1.1 any Common Shares to be issued by it or held by any of its subsidiaries or by any other shareholders only to the extent such shares are offered and sold pursuant to, and on the terms and subject to the conditions of this Section 3.02(aof, any underwriting agreement or distribution arrangements entered into or effected by the Demanding Shareholders.
(d) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate A Rightholder may withdraw a Demand Offering shall not be exercised Request if (i) the Company is in respect material breach of more than three Underwritten Offerings its obligation hereunder and has not cured such breach after having received notice thereof and a reasonable opportunity to do so or (ii) more than once the withdrawal occurs during a period specified in any 90-day periodSection 1.1(b)(v). Upon the delivery A Demand Request withdrawn pursuant to Crestwood of any Underwritten Offering Notice, Crestwood this Section 1.1(d) shall be obligated deemed not to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery have been made for purposes of such Underwritten Offering Notice). In connection Section 1.1 and, together with any Underwritten Offering (including any Block Trade) under this Section 3.02related Joining Request, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedno further effect.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Demand Rights. The Company shall use its best efforts to remain qualified to register securities pursuant to a registration statement on Form S-3 (aor any successor form) The Unitholders under the Securities Act. Beginning on September 1, 2015, a Holder or Holders of Warrants and/or Warrant Shares anticipated to have an aggregate sale price (net underwriting discounts and commissions, if any) in excess of $500,000 and who is not then immediately eligible to sell all such securities under Rule 144 without any volume limitations or manner-of-sale restrictions shall have the rightright to require the Company to file registration statements, including a shelf registration statement (if the Company is eligible at any time from such time to timeutilize a shelf registration for the Warrant Shares), and if the Company is a well-known seasoned issuer, as defined in Rule 405 under the Securities Act, an automatic shelf registration statement, on Form S-3 or any successor form under the Securities Act covering all or any part of their and their Affiliates’ Warrants and/or Warrant Shares, by delivering a written request therefor to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times Company. Such request shall state the number of Registrable Securities on Warrants and/or Warrant Shares to be disposed of and the date Crestwood receives an Underwritten Offering Noticeintended method of disposition of such shares by such Holder or Holders. The Company shall give notice to all other Holders of the receipt of a request for registration pursuant to this Section 8.2 and such Holders shall then have thirty (30) under a days to notify the Company in writing of their desire to participate in the registration. The Company shall use its best efforts to effect promptly the registration statement pursuant to an Underwritten Offering registering all shares on Form S-3 (or a “Demand Offering”), pursuant to and subject comparable successor form) to the conditions of this Section 3.02(a) of this Agreementextent requested by such Holders, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once but in any event shall cause the registration statement to become effective within ninety (90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar ) days after the delivery date of such Underwritten Offering Noticethe request by the Holder(s) (or 120 days in the event of a “full review” by the SEC). In connection with any Underwritten Offering The Company shall use its best efforts to keep such registration statement effective until the earlier of one hundred twenty (including any Block Trade120) days or until such Holders have completed the distribution described in such registration statement. Notwithstanding the forgoing, to the extent that registration on Form S-3 is not available to a Holder that has requested registration under this Section 3.028.2, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use commercially reasonable efforts to facilitate effect such Block Trade; provided that registration on Form S-1 under the Unitholder wishing to engage in Securities Act. Without limiting the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering foregoing obligations, if a registration requested under this Section 3.02 8.2 is not effective within ninety (90) days following delivery of the request by the Holder(s) (or 120 days in the event of a “full review” by the SEC), then the Company shall pay to the Holder(s) on the first business day after the 90- or 120-day period, as applicable, and each thirtieth day thereafter until registration is effective, an amount equal to one percent (1%) of the Initial Warrant Price, as adjusted in accordance with Section 2, for each of the Warrant Shares not sold by Purchasers prior to the beginning of such period. Such payments shall be prorated on a daily basis during each thirty-day period and will not give them be paid to the opportunity to participate in such Underwritten Offering unless required Purchaser by wire transfer or check within five days after the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofend of each thirty-day period.
Appears in 1 contract
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from after consummation of the IPO, upon written notice delivered by a Xxxxx Registration Party or a SL Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Holders and shall, as promptly as reasonably practicable at any time after the expiration of the lockup agreements delivered pursuant to the Underwriting Agreement, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Holders by written request given to the Company within 20 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Holder to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Holder’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Holders with any Underwritten Offering a majority of the Registrable Shares participating in the registration and by the requesting Registration Party) to the extent provided in this Agreement, and all Holders proposing to distribute their Registrable Shares through such underwriting shall (including any Block Tradetogether with the Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Virtu Financial, Inc.)
Demand Rights. (a) The Unitholders shall have the right, Upon written request of Shareholders made at any time from time after two years following the date of the closing of the purchase of the Xxxxxxx Block, Company shall, under the terms and subject to timethe conditions set forth in this SECTION 2.2, and SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to elect cause to includebecome effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this SECTION 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "DESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter; PROVIDED, that all offerings contemplated by a request for registration under this SECTION 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "SIGNIFICANT STOCKHOLDER"), under circumstances in which it would reasonably be expected to not result in any person becoming Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other than provision in this Section, Shareholders shall not be permitted to make a demand for registration pursuant to this Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times unless the number of Registrable Securities on covered by such demand is at least five million shares (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company). If the date Crestwood receives an Underwritten Offering Notice) under a registration statement distribution proposed to be effected pursuant to this SECTION 2.2 involves an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("OTHER SECURITIES"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated reduced to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable such Other Securities (calculated based on the Common Unit Price times shall be completely eliminated before the number of Registrable Securities on is reduced. Company may delay the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units filing of any proposed Block Trade or overnight or bought Underwritten Offering registration statement requested under this Section 3.02 and will SECTION 2.2, or delay its effectiveness, for a reasonable period (but not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.longer than 90
Appears in 1 contract
Samples: Registration Rights Agreement (Blackstone Capital Partners Ii Merchant Banking Fund Et Al)
Demand Rights. (a) The Unitholders shall have Subject to the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 terms and conditions of this Agreement, from and after the date that the Company consummates the transactions contemplated by the Stock Purchase Agreement, and at any time at which the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, if Seller Representative, Cowen Investments or the Holders of at least an aggregate a majority-in-interest of $50 million the then-outstanding number of Registrable Securities (calculated based on the Common Unit Price times “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the number of Registrable Securities on Company effect the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Seller Registrable Securities or Founder Registrable Securities, pursuant to and subject to as the conditions of this Section 3.02(a) of this Agreementcase may be, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold registered by the Demanding Holders and the intended method or methods of disposition of such Registrable Securities, the Company shall use its commercially reasonable efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3 or Form S-3ASR, to the extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Underwritten OfferingDemand. The right Company shall, within ten (10) Business Days of the Company’s receipt of the Demand, notify, in writing (the “Demand Notice”), all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to initiate include all or a portion of such Holder’s Registrable Securities in the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within twenty (20) Business Days after the receipt by the Holder of the Demand Notice. Upon receipt by the Company of any such written notification from a Requesting Holder, such Requesting Holder shall be entitled to have its Registrable Securities included in a Registration pursuant to a Demand Offering Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this Section 2.1.1 (not be exercised counting any Demand Registration initiated solely by Cowen Investments), subject to the limitations set forth in Section 2.8 of this Agreement; provided, that in each case, that (i) the gross proceeds reasonably anticipated to be generated from the offering subject to such Demand Registration (as determined in respect of more than three Underwritten Offerings good faith by the relevant Demanding Holders and their Underwriters) equals or exceeds $15,000,000, and (ii) the Company will not be required to effect more than once one Demand Registration in any consecutive 90-day period; provided, however, that a Demand Registration shall not be counted for such purposes unless the Demand Registration Statement shall have been deemed effective in accordance with Section 2.1.2 of this Agreement. Upon A Demand Registration Statement may be for an offering of securities on a delayed or continuous basis under Rule 415 of the delivery Securities Act and shall be on such appropriate form that the Company is eligible to Crestwood use pursuant to SEC Guidance as shall be selected by the Company and as shall permit the intended method or methods of distribution specified by the Demanding Holders, including a distribution to, and resale by, the partners, equityholders or Affiliates of the Demanding Holders. At the request of the Demanding Holders, the “Plan of Distribution” section of any Registration Statement filed in respect of a Demand Registration or Shelf Registration (as defined below) shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering Notice, Crestwood registered pursuant to a Demand shall be obligated to retain underwriters selected in order to permit accordance with Section 3.6. Upon receipt of a Demand, the Unitholders to effect such sale through an Underwritten Offering as Company shall promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery give written notice of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Demand to each other Holder of Registrable Securities in the manner provided in Section 3.022.3, and the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten OfferingCompany shall, subject to the consent of Crestwood not to be unreasonably withheldSection 2.1.3, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use its commercially reasonable efforts to facilitate such Block Trade; provided effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Unitholder wishing Holders, whether in connection with the exercise of Demand rights pursuant to engage Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1.3. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.6. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities included in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of Demand Registration Statement for the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofDemanding Holders.
Appears in 1 contract
Demand Rights. Upon written notice to the Company (a) The Unitholders shall have the right"Registration Demand"), at any time beginning eleven (11) months after the Effective Date and within the three (3) year(s) period following the Effective Date hereof, given (i) by Sellers or (ii) by Ellis or at least two persons tx xxxm the Shares have been transferred from time to timeADS, to elect to includeor AWS or Ellis (individually and collectxxxxx, other than pursuant to Section 2.01 the "Selling Shareholders"), that such persons contemplate the sale or transfer of this Agreementall or part of the Shares under circumstances that may require registration of such shares under the Act, the Company shall, at least an aggregate its own expense, as promptly as possible after receipt of $50 million of Registrable Securities (calculated based on such Registration Demand, file with the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under SEC a registration statement pursuant to an Underwritten Offering Section 5 of the Act on the appropriate registration form, with respect to the offer and sale (or other disposition) of the Shares for which the Company shall have received such Registration Demand. Within thirty (30) business days after receiving the Registration Demand, the Company shall notify all the Selling Shareholders and advise them that the Company is proceeding with the filing of a “Demand Offering”)registration statement (or notification) and the Company shall offer to include for registration under such registration statement (or notification) the Shares of those Selling Shareholders. The Company shall not be obligated to register the Shares of any such Selling Shareholder unless such other Selling Shareholder accepts the Company's offer of registration in writing within ten (10) days after such offer is made. A Selling Shareholder shall make only one registration demand in any calendar year. The Company shall take all action necessary to file such registration statement and cause it to become effective within one hundred twenty (120) days after receipt of said Registration Demand. Except as provided below, the cost of such registration statement (including any attorneys' fees, accounting fees and underwriters' fees) shall be borne solely by the Selling Shareholders whose Shares are registered, on a pro rata basis in proportion to the Shares owned by each Selling Shareholder, if the Company elects not to offer any Shares for its own account pursuant to the registration statement or notification; provided that if the Company includes any of its Shares in such registration statement or notification, the Company shall pay all costs of such registration, other than the underwriter's discount and subject to the conditions any underwriter expenses. Any provision of this Section 3.02(a) 2 notwithstanding, if any registration demand is made by Ellis, the Company agrees to xxx all costs of this Agreementsuch registration, exercisable by delivery without regard to whether the Company is registering Shares for sale on its own account, but Ellis shall be responsible for xxx underwriter's discount and underwriter's expenses. If only the Shares of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold Selling Shareholders are included in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect notification or registration statement, no Shares of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood Company shall be obligated to retain underwriters in order to permit registered for a period of 90 days following the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after date offering of the delivery of such Underwritten Offering Notice)Shares is completed. In connection with any Underwritten Offering (including any Block Trade) Demand registration rights under this Section 3.02, 2(b) shall terminate on the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject day prior to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation third anniversary of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofEffective Date.
Appears in 1 contract
Samples: Securities Purchase and Registration Agreement (Knight Transportation Inc)
Demand Rights. (a) The Unitholders shall have Upon written request of the right, Apollo/Blackstone Shareholders made at any time from time (but subject to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (calculated based on and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the Common Unit Price times blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the shares of Common Stock into which such shares would then be convertible) over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the date Crestwood receives an Underwritten Offering Notice) under a of such demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration statement rights. If the distribution proposed to be effected pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (2.2 involves an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the Demand Offering and the expected price range sole judgment of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company's Board of Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to Crestwood proceed, Company shall file a registration statement and begin performance of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its other obligations under this Section 3.02, the Unitholders 2.2. The Apollo/Blackstone Shareholders shall be entitled to select request not more than nine registrations under this Section 2.2 (provided that the Managing Underwriter filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or Underwriters substantially concurrent distribution shall be deemed for such Underwritten Offeringthe purposes of this Agreement to be a single registration). However, subject if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the consent Registrable Securities covered by such request, then such request shall not count as a request for purposes of Crestwood not determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to be unreasonably withheldthis Section 2.2, delayed the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or conditioned.
(b) Subject to the terms in Section 3.02(a) (includingdelay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the avoidance sole judgment of doubtthe Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million disposition of Registrable Securities (calculated based on pursuant to the Common Unit Price times offering by the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block TradeShareholders; provided that the Unitholder wishing foregoing shall not limit the Company's right to engage in the Block Trade shall reasonably cooperate with Crestwood file and any underwriters prior have declared effective registration statements relating to making such request in order shares of Common Stock issuable pursuant to facilitate preparation employee benefit plans of the prospectus and other offering documentation related Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Block Trade. Crestwood shall not notify Company or any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofits subsidiaries.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Waste Industries Inc)
Demand Rights. (a) The Unitholders shall have the right, Upon written request of a Shareholder (an “Exercising Shareholder”) made at any time from time to time, to elect to includethe Company shall, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on under the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to terms and subject to the conditions of set forth in this Section 3.02(a2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of this Agreementthe various states of the United States as may be requested by such Exercising Shareholder (except any such state in which, exercisable in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, such number of Registrable Securities as may be designated by delivery of a written notice to Crestwood such Exercising Shareholder in its request (an the “Underwritten Offering NoticeDemand Securities”), or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). Each Underwritten Offering Notice A request for registration under this Section 2.2 shall specify the approximate number of Registrable Demand Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the “Designated Jurisdictions”) and the proposed manner of sale, including the name and address of any proposed underwriter. The principal underwriter or underwriters for any such offering shall be selected by the Exercising Shareholder, subject to the Company’s approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to make a demand for registration pursuant to this Section unless the number of Demand Securities covered by such demand (together with the aggregate number of Specified Securities to be included in such registration pursuant to Section 2.1 hereof) is at least 12,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder.
(b) If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering that includes securities of the Company in addition to the Demand Securities (“Other Securities”), and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the Demand Securities proposed to be sold, then the number of Other Securities proposed to be sold shall be reduced to the maximum number of securities (or principal amount) specified by the managing underwriter.
(c) The Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the Demand Offering and sole judgment of the expected price range Company’s Board of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations or other major events involving the Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of the Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery to Crestwood cause of any Underwritten Offering Noticethe delay is eliminated, Crestwood the Company shall be obligated to retain underwriters in order to permit promptly notify the Unitholders to effect such sale through an Underwritten Offering as Exercising Shareholder and, promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery Exercising Shareholder notifies the Company to proceed, the Company shall file a registration statement and begin performance of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its remaining obligations under this Section 3.02, 2.2.
(d) Provided that in each case the Unitholders filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration:
(i) LB LP shall be entitled to select request not more than three registrations under this Section 2.2;
(ii) KFP/LB IHR II, LP shall be entitled to request not more than one registration under this Section 2.2;
(iii) KA/LB IHR II, LP and CG Ventures/LB IHR II, LP shall collectively be entitled to request not more than one registration under this Section 2.2, but such request may only be made upon their mutual agreement;
(iv) SMW/LB IHR II, LP and DEL/LB IHR II, LP shall collectively be entitled to request not more than one registration under this Section 2.2, but such request may only be made upon their mutual agreement; and
(v) KFP/LB IHR II, LP, KA/LB IHR II, LP, CG Ventures/LB IHR II, LP, SMW/LB IHR II, LP, DEL/LB IHR II, LP and PS/LB IHR II, LP shall collectively be entitled to request not more than one additional registration under this Section 2.2, which registration may be requested by any one of them, but only upon the Managing Underwriter mutual agreement of Sxxxxxxx X. Xxxxxx, Dxxxxx X. Xxxxxx, Kxxxx Xxxxxxx and Mxxxxxx Xxxxxx; provided, that if a Shareholder requests a registration under this Section 2.2 but no registration statement becomes effective with respect to such Shareholder’s Registrable Securities covered by such request, or Underwriters any registration statement is withdrawn or prematurely terminated (whether pursuant to this Section 2.2 or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), then such request shall not count as a request for purposes of determining the number of requests for registration such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedShareholder may make under this Section 2.2.
(be) Subject If there is an effective registration statement requested by a Shareholder pursuant to this Section 2.2, such Shareholder may require the Company to delay the filing of any registration statement relating to convertible securities or shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of such Shareholder, a delay is necessary in order to avoid materially and adversely affecting the disposition of the Demand Securities pursuant to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for by such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block TradeShareholder; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood foregoing shall not notify limit the Company’s right to file and have declared effective registration statements for any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Interstate Hotels & Resorts Inc)
Demand Rights. (ai) The Unitholders shall have the right, If at any time after the Closing Date Parent shall receive from time any Holder(s) owning at least thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that Parent file a Registration Statement on Form S-3 (“Demand Registration Statement”) with respect to timeall and not a portion of the Registrable Securities owned by such Holder or Holders, Parent will promptly give written notice of the proposed registration, and any related qualification or compliance, to elect all other Holders of Registrable Securities within ten (10) business days thereafter, and as soon as practicable, but in any event within forty-five (45) days after the date such request is given by the initiating Holders in accordance with this Section 7.2(b), file such Demand Registration Statement as may be so requested and as would permit or facilitate the sale and distribution of all and not a portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within ten (10) days after receipt of such written notice from Parent.
(ii) Notwithstanding the foregoing obligations, if Parent furnishes to includethe requesting Holder(s), other than after requesting a registration pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”7.2(b)(i), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable a certificate signed by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold Parent’s chief executive officer stating that in the Demand Offering good faith judgment of Parent’s board of directors it would be materially detrimental to Parent and the expected price range of Registrable Securities its stockholders for such Registration Statement to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised either become effective or remain effective, because (i) Parent has engaged or has fixed to engage within ninety (90) days of such request in respect of more than three Underwritten Offerings a registered public offering as to which Parent’s stockholders may include Registrable Securities or (ii) Parent is engaged in any other activity that, in the good faith determination of Parent’s board of directors, would be adversely affected by the requested registration to the material detriment of Parent, then Parent shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after the later of (x) the date the request of the Holder is given and (y) the effective date of such offering, the date of commencement of such other material activity, or the date of such written opinion of Parent’s investment banker, as applicable; provided, however, that Parent may not invoke this right more than once in any 90-day twelve (12) month period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood .
(iii) Parent shall not be obligated to retain underwriters in order effect, or to permit take any action to effect, any registration pursuant to Section 7.2(b)(i) during the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice period that is thirty (but in no event more than 30 calendar 30) days before Parent’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02effective date of, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offeringa Parent initiated registration, subject to the consent of Crestwood not to be unreasonably withheldprovided, delayed or conditioned.
(b) Subject to the terms that Parent is actively employing in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use good faith commercially reasonable efforts to facilitate cause such Block TradeRegistration Statement to become effective; provided that the Unitholder wishing nor shall Parent be obligated to engage in the Block Trade shall reasonably cooperate with Crestwood and effect, or to take any underwriters prior action to making such request in order effect, more than one registration pursuant to facilitate preparation of the prospectus and other offering documentation related to the Block TradeSection 7.2(b)(i). Crestwood A registration shall not notify any other holder be counted as “effected” for purposes of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them 7.2(b)(iii) until such time as the opportunity to participate in such Underwritten Offering unless required applicable Registration Statement has been declared effective by the Niobrara RRACommission, unless the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022Holder withdraws its request for such registration and forfeits its right to one Demand Registration Statement pursuant to this Section 7.2(b), in which case such withdrawn Registration Statement shall be counted as in effect on the date hereof“effected” for purposes of this Section 7.2(b).
Appears in 1 contract
Samples: Investor Rights Agreement (DanDrit Biotech USA, Inc.)
Demand Rights. (a) The Unitholders shall have the rightSubject to Section 2.3(b) below, at any time time, and from time to time, on or after the date on which Holders are first permitted to elect sell shares following the Initial Secondary Offering any Holder or group of Holders who hold and propose to include, other than pursuant to Section 2.01 sell Registrable Securities with an aggregate value of this Agreement, at least an aggregate of $50 million (herein, individually or collectively, as the case may be, a "Demanding Holder"), shall have the right to require Quintiles to file a Registration Statement under the Securities Act for a Public Offering of all or part of such Demanding Holder's Registrable Securities (calculated based on Securities, up to a maximum of 2.7 million shares in the aggregate, reduced by the number of shares of Common Unit Price times Stock previously sold by Holders in the Initial Secondary Offering or pursuant to any prior Demand Request, by delivering written notice thereof to Quintiles specifying the number of Registrable Securities on to be included in such registration and the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering intended method of distribution thereof (a “the "Demand Offering”Request"). Quintiles shall, pursuant to and subject to within 10 days after receipt, give written notice by facsimile transmission (the conditions "Notice of this Section 3.02(aDemand Request") of this Agreement, exercisable by delivery of a written notice such Demand Request to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood all Holders of any Underwritten Offering Notice, Crestwood Registrable Securities. Thereupon Quintiles shall be obligated to retain underwriters in order to permit prepare and file with the Unitholders to effect such sale through an Underwritten Offering Commission as promptly as practicable after an Underwritten Offering following the receipt of the Notice of Demand Request, and in any event within 30 days thereafter, a Registration Statement covering, and shall use its best efforts to effect the registration under the Securities Act of, (but i) the Registrable Securities included in no event more than 30 calendar the Demand Request, for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) all other Registrable Securities as to which the Holders thereof that have received a Notice of Demand Request and shall have made a written request (a "Joining Request") to Quintiles for registration thereof within ten days after the delivery transmittal of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02Notice of Demand Request, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, in each case subject to the consent 2.7 million (or lesser) share maximum referred to in the preceding sentence, all to the extent necessary to permit the sale or other disposition by such Holders (each, a "Seller" and, collectively, the "Sellers") of Crestwood not to be unreasonably withheld, delayed or conditionedsuch Registrable Securities.
(b) Subject Quintiles's obligations pursuant to Section 2.3(a) above are subject to the terms following limitations and conditions: (i) Quintiles shall not be obligated to fulfill the requirements or file the Registration Statement referred to therein (A) during any period of time (not to exceed sixty (60) days in Section 3.02(athe aggregate with respect to each request) when Quintiles has determined to proceed with a Public Offering (includingwhether for its own account or that of any Holder pursuant to any previously received Demand Request and related Joining Request) and, for in the avoidance judgment of doubtthe managing underwriter thereof, the maximum number fulfillment of Demand Offeringssuch requirements or such filing would have an adverse effect on the material terms of such offering, (B) and Section 2.01during any period of time (not to exceed ninety (90) days with respect to each request) when Quintiles is in possession of material information that Quintiles (x) has determined, any time when a Resale Registration Statement is on file with the Commission and is effectiveafter advice of Quintiles's lead US securities counsel, if a Unitholder wishes would be required to engage be disclosed in an underwritten offering registered offering under the Securities Act and (y) reasonably deems is in Quintiles's best interests not involving a “roadshow,” an offer commonly known as a “block trade” to publicly disclose, or (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on C) during the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 3090-day period following the effectiveness of any previous Registration Statement (the periods of time referred to in Section 3.02(asubclauses (A), (B) and shall use commercially reasonable efforts (C) hereof being hereinafter referred to facilitate such Block Tradeas "Blackout Periods"); provided provided, that the Unitholder wishing aggregate period of time during which Quintiles shall be relieved from its obligation to engage file such a Registration Statement pursuant to this clause (i) shall in no event exceed ninety (90) consecutive days with respect to each request; provided, further, that, in the Block Trade case of a Blackout Period pursuant to sub-clause (i)(A) above, the Blackout Period shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation earlier terminate upon the completion or abandonment of the prospectus relevant securities offering; provided, further, that in the case of a Blackout Period pursuant to sub-clause (i)(B) above, the Blackout Period shall earlier terminate upon public disclosure by Quintiles or public admission by Quintiles of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the last sentence of this subsection (b); and other offering documentation related provided, further, that in the case of a Blackout Period pursuant to subclauses (i)(A), (B) or (C) above, Quintiles shall furnish to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.Security Holders a certificate of
Appears in 1 contract
Samples: Share Exchange Agreement (Quintiles Transnational Corp)
Demand Rights. (a) The Unitholders shall have the rightSubject to Section 2.3(b) below, at any time time, and from time to time, on or after the date on which Holders are first permitted to elect sell shares following the Initial Secondary Offering any Holder or group of Holders who hold and propose to include, other than pursuant to Section 2.01 sell Registrable Securities with an aggregate value of this Agreement, at least an aggregate of $50 million (herein, individually or collectively, as the case may be, a "Demanding Holder"), shall have the right to require Quintiles to file a Registration Statement under the Securities Act for a Public Offering of all or part of such Demanding Holder's Registrable Securities (calculated based on Securities, up to a maximum of 2.7 million shares in the aggregate, reduced by the number of shares of Common Unit Price times Stock previously sold by Holders in the Initial Secondary Offering or pursuant to any prior Demand Request, by delivering written notice thereof to Quintiles specifying the number of Registrable Securities on to be included in such registration and the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering intended method of distribution thereof (a “the "Demand Offering”Request"). Quintiles shall, pursuant to and subject to within 10 days after receipt, give written notice by facsimile transmission (the conditions "Notice of this Section 3.02(aDemand Request") of this Agreement, exercisable by delivery of a written notice such Demand Request to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood all Holders of any Underwritten Offering Notice, Crestwood Registrable Securities. Thereupon Quintiles shall be obligated to retain underwriters in order to permit prepare and file with the Unitholders to effect such sale through an Underwritten Offering Commission as promptly as practicable after an Underwritten Offering following the receipt of the Notice of Demand Request, and in any event within 30 days thereafter, a Registration Statement covering, and shall use its best efforts to effect the registration under the Securities Act of, (but i) the Registrable Securities included in no event more than 30 calendar the Demand Request, for disposition in accordance with the intended method of disposition stated in the Demand Request and (ii) all other Registrable Securities as to which the Holders thereof that have received a Notice of Demand Request and shall have made a written request (a "Joining Request") to Quintiles for registration thereof within ten days after the delivery transmittal of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02Notice of Demand Request, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, in each case subject to the consent 2.7 million (or lesser) share maximum referred to in the preceding sentence, all to the extent necessary to permit the sale or other disposition by such Holders (each, a "Seller" and, collectively, the "Sellers") of Crestwood not to be unreasonably withheld, delayed or conditionedsuch Registrable Securities.
(b) Subject Quintiles's obligations pursuant to Section 2.3(a) above are subject to the terms following limitations and conditions: (i) Quintiles shall not be obligated to fulfill the requirements or file the Registration Statement referred to therein (A) during any period of time (not to exceed sixty (60) days in Section 3.02(athe aggregate with respect to each request) when Quintiles has determined to proceed with a Public Offering (includingwhether for its own account or that of any Holder pursuant to any previously received Demand Request and related Joining Request) and, for in the avoidance judgment of doubtthe managing underwriter thereof, the maximum number fulfillment of Demand Offeringssuch requirements or such filing would have an adverse effect on the material terms of such offering, (B) and Section 2.01during any period of time (not to exceed ninety (90) days with respect to each request) when Quintiles is in possession of material information that Quintiles (x) has determined, any time when a Resale Registration Statement is on file with the Commission and is effectiveafter advice of Quintiles's lead US securities counsel, if a Unitholder wishes would be required to engage be disclosed in an underwritten offering registered offering under the Securities Act and (y) reasonably deems is in Quintiles's best interests not involving a “roadshow,” an offer commonly known as a “block trade” to publicly disclose, or (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on C) during the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 3090-day period following the effectiveness of any previous Registration Statement (the periods of time referred to in Section 3.02(asubclauses (A), (B) and shall use commercially reasonable efforts (C) hereof being hereinafter referred to facilitate such Block Tradeas "Blackout Periods"); provided provided, that the Unitholder wishing aggregate period of time during which Quintiles shall be relieved from its obligation to engage file such a Registration Statement pursuant to this clause (i) shall in no event exceed ninety (90) consecutive days with respect to each request; provided, further, that, in the Block Trade case of a Blackout Period pursuant to sub-clause (i)(A) above, the Blackout Period shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation earlier terminate upon the completion or abandonment of the prospectus relevant securities offering; provided, further, that in the case of a Blackout Period pursuant to sub-clause (i)(B) above, the Blackout Period shall earlier terminate upon public disclosure by Quintiles or public admission by Quintiles of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the last sentence of this subsection (b); and other offering documentation related provided, further, that in the case of a Blackout Period pursuant to sub-clauses (i)(A), (B) or (C) above, Quintiles shall furnish to the Block Trade. Crestwood shall not notify any Security Holders a certificate of an executive officer of Quintiles to the effect that an event permitting a Blackout Period has occurred and is continuing (and no other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRAreason need be given); provided, the Preferred RRA or the PIPE RRA (provided further, that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.Quintiles
Appears in 1 contract
Samples: Registration Rights Agreement (Quintiles Transnational Corp)
Demand Rights. Pursuant to this Section 2(a) the Initiating Stockholders may give written requests for registration under the Securities Act of all or part of the Registrable Securities held by them (a "DEMAND REGISTRATION"). In case the Company shall receive from Initiating Stockholders a written request that the Company effect any registration with respect to some or all of the Registrable Securities held by them, the Company will:
(1) promptly give written notice of the proposed registration to all other Holders; and
(2) as soon as practicable, use its best lawful efforts to effect such registration (including, without limitation, appropriate qualification under applicable blue sky or other state securities law and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holders joining in such request as are specified in a written request received by the Company within twenty (20) days after receipt of such written notice from the Company. Notwithstanding the foregoing:
(a) The Unitholders Initiating Stockholders shall have not be entitled during the rightperiod starting with the date thirty (30) days prior to the Company's estimated date (as estimated in good faith by the Board of Directors) of filing of, at and ending on the date three (3) months immediately following the effective date of, any time from time registration statement pertaining to time, to elect to include, a public offering of securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) which the Holders have been entitled to join pursuant to Section 2.01 of this Agreement2(b); provided, at least an aggregate of $50 million of Registrable Securities (calculated based on that the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective (and provided, further, that the Company cannot pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a2(a) of this Agreement, exercisable by delivery delay implementation of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) demand for registration more than once in any 90-day twelve (12) month period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.;
(b) Subject The Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 2(a) after the terms in Company has effected one such registration pursuant to this Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a2(a), and such registration has been declared or ordered effective; or
(c) If the Company shall furnish to the Holders requesting a registration pursuant to this Section 2(a) a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed and it is therefore necessary to defer the filing of such registration statement, then the Company's obligation to use commercially reasonable its best lawful efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade register Registrable Securities, qualify or overnight or bought Underwritten Offering comply under this Section 3.02 and will 2(a) shall be deferred once (with respect to any demand for registration hereunder) for a period not give them to exceed ninety (90) days from the opportunity date of receipt of written request from the Initiating Stockholders; provided, that the Company may, by furnishing another such certificate pursuant to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022this Section 2(a)(i)(c), as delay implementation of a demand for registration for up to an additional successive period of up to ninety (90) days; provided, however, that the Company may not use the right provided in effect on the date hereofpreceding provisos more than once (for a total of up to 180 days) in any given two year time period.
Appears in 1 contract
Demand Rights. (i) If ABC shall receive at any time after 180 days after the Effective Time of the Merger, a written request from Stockholders holding at least two percent (2%) of the then outstanding shares of ABC Common Stock that ABC file a registration statement under the Act for a public offering of all or a part of the Registrable Securities (which written request shall specify the aggregate number of shares of Registrable Securities requested to be registered), then ABC shall effect such registration of Registrable Securities in accordance with this Agreement; provided, however, that ABC shall not be required to take any action pursuant to this Paragraph (b) unless the requested registration relates to at least 360,000 shares of Registrable Securities.
(ii) If the Sellers intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise ABC as a part of the request made pursuant to the foregoing Subparagraph (b)(i), in which event the managing underwriter shall be selected by ABC with the prior written consent of the Sellers holding a majority in number of the Registrable Securities covered by the registration request.
(iii) ABC may postpone a registration requested pursuant to Subparagraph (b)(i) for a period not to exceed 90 days if, at the time ABC receives a registration request pursuant to Subparagraph (b)(i), ABC is engaged in confidential negotiations or other confidential business activities (a "Confidential Transaction"), the disclosure of which, based upon the written advice of outside counsel, would be required in the registration statement, and the Board of Directors of ABC determines in good faith that such disclosure would be materially detrimental to ABC and its stockholders or would have a material adverse effect on the Confidential Transaction.
(iv) (a) The Unitholders shall have the right, at ABC will not include in any time from time to time, to elect to include, other than demand registration pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Paragraph (b) any securities which are not Registrable Securities (calculated based on without the Common Unit Price times prior written consent of the Sellers holding a majority in number of the Registrable Securities on covered by the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offeringrequest, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for ABC's obligations existing at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts hereof to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation register additional shares of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of ABC Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), Stock as in effect set forth on the date hereofExhibit A hereto.
Appears in 1 contract
Demand Rights. At any time after the first to occur of (i) 180 days after the date of the Closing of the Merger or (ii) 180 days after a Qualified IPO, the holders of more than 20% of the Shareholder Common Stock that has not been registered and sold pursuant to this Article III, may submit a written request that the Company effect a registration of Shareholder Common Stock; PROVIDED HOWEVER, that the Company need effect only five (5) demand registrations pursuant to this Section 3.1.
1. Upon receipt of such request, the Company will:
(a) The Unitholders shall have promptly give written notice of the rightproposed registration to all other Shareholders and to the holders of Common Stock and Warrants issued on the date of this Agreement (the "Other Shareholders") who are parties to the Common Stockholder and Warrant Holder Registration Rights Agreement dated as of the date hereof; and USOL HOLDINGS, at INC. PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT
(b) file a registration statement on Form S-1 or Form S-3 or any time from time to time, to elect to include, other than successor form with the SEC as expeditiously as possible but in any case within 60 days after the selection of an investment banking firm pursuant to Section 2.01 3.1.3 and use its best efforts to effect the registration of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Shareholder Common Stock and the Common Unit Price times Stock of the number Other Shareholders ("Other Common Stock") (including, without limitation, the execution of Registrable an undertaking to file post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities on Act) as would permit the date Crestwood receives an Underwritten Offering Notice) sale and distribution by the Shareholders and the Other Shareholders of such shares of Shareholder Common Stock and Other Common Stock under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”)applicable law, pursuant to together with all Shareholder Common Stock and subject to the conditions Other Common Stock of this Section 3.02(a) of this Agreement, exercisable by delivery of any Shareholders and Other Shareholders joining in such request as are specified in a written request received by the Company within 30 days after receipt of such written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify from the approximate number of Registrable Securities proposed to be sold in Company; provided, however that the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Company shall not be exercised obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 3.1.1:
(i) in respect any particular jurisdiction in which the Company would be required to execute a general consent to service of more than three Underwritten Offerings process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or
(ii) more than once in with respect to any 90-day period. Upon of the delivery Shareholder Common Stock or Other Common Stock that has been transferred to Crestwood any holder who is not one of the Shareholders or Other Shareholders listed above or a family member of any Underwritten Offering Noticesuch Shareholder or Other Shareholder or a trust for the benefit of any such Shareholder or Other Shareholder or family member, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect unless such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject transferee has executed and delivered to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to Company a valid undertaking and becomes bound by the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofAgreement.
Appears in 1 contract
Samples: Preferred Stockholder Registration Rights Agreement (General Motors Corp)
Demand Rights. (a) The Unitholders shall have the right, at At any time from time following the consummation of the Initial Public Offering, each Sponsor and Altice may, individually or jointly, make a written request to timethe Company for Registration (such notice, to elect to include, other than pursuant to Section 2.01 a “Demand Notice”) of this Agreement, at least an aggregate all or part of $50 million of the Registrable Securities held, directly or indirectly, by such Sponsor or Altice (calculated a “Demanding Party”) or their Permitted Transferees (i) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”), or (ii) on Form S-3 or any similar short-form Registration Statement (a “Short-Form Registration Statement”) if the Company is qualified to use such short form (any such requested Long-Form Registration or Short-Form Registration shall hereinafter be referred to as a “Demand Registration”); provided, however, that (based on the Common Unit Price times then-current market prices) the number of Registrable Securities on included in the date Crestwood receives an Underwritten Offering NoticeDemand Registration would, if fully sold, yield gross proceeds (prior to deducting underwriting discounts and commission and offering expenses) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to such Stockholder of at least the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”)Minimum Amount. Each Underwritten Offering Demand Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering kind and the expected price range aggregate amount of Registrable Securities to be sold in such Underwritten OfferingRegistered and the intended methods of disposition thereof. The right to initiate Upon receipt of a request for a Demand Offering shall not be exercised Registration from a Demanding Party, within (ix) ninety (90) days from the date of delivery of the Demand Notice in respect the case of more than three Underwritten Offerings a request for a Long-Form Registration, or (iiy) more than once in any 90-day period. Upon thirty (30) days from the delivery to Crestwood date of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02the Demand Notice in the case of a request for a Short-Form Registration, the Unitholders Company shall be entitled use its reasonable best efforts to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when file a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes relating to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” such Demand Registration (a “Block TradeDemand Registration Statement”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Stockholders and Registration Rights Agreement (Altice USA, Inc.)
Demand Rights. Subject to the terms and conditions of this Agreement, on or after the date that is 180 days following the date that the Company consummates an IPO and provided a Shelf Registration Statement registering the requested Registrable Securities for resale is not then effective (asubject to any applicable Suspension Period), Holders owning at least ninety percent (90%) The Unitholders of the Registrable Securities then outstanding (the “Demanding Holder(s)”) shall have the right, at any time from time by delivering written notice (a “Demand”) to timethe Company, to elect require the Company to includeeffect the Registration (a “Demand Registration”), other than pursuant to Section 2.01 the terms of this Agreement, at least an aggregate under and in accordance with the provisions of $50 million of Registrable the Securities (calculated based on the Common Unit Price times Act, the number of Registrable Securities on requested to be so registered pursuant to the date Crestwood receives an Underwritten Offering Noticeterms of this Agreement, which Demand shall specify the number of such Registrable Securities to be registered by the Demanding Holder(s) and the intended method or methods of disposition of such Registrable Securities, and the Company shall use its reasonable best efforts to effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a registration statement pursuant Registration Statement on such form as may be permitted under SEC Guidance (which shall be on Form S-3, to an Underwritten Offering the extent permitted by SEC Guidance and the Company is S-3 Shelf Eligible), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand; provided, however, that the Company will not be required to effect more than three (3) Demand Registrations in total and no more than one (1) Demand Registration in any consecutive 180-day period. At such time as the Company is S-3 Shelf Eligible, a Demand Registration Statement may register the offering of Registrable Securities on a Shelf Registration Statement (a “Demand OfferingShelf Registration”). At the request of the Demanding Holder(s), the “Plan of Distribution” section of any Registration Statement filed in accordance with this Section 2.1 shall permit, in addition to firm commitment Underwritten Offerings, any other lawful means of disposition of Registrable Securities, including agented transactions, block trades, sales directly into the market, purchases or sales by brokers, derivative transactions, short sales, stock loan or stock pledge transactions and sales not involving a Public Offering (each, an “Alternative Transaction”). The Underwriter or Underwriters selected for any Underwritten Offering registered pursuant to and subject to the conditions of this a Demand shall be selected in accordance with Section 3.02(a2.7(f) of this Agreement, exercisable by delivery . Upon receipt of a Demand, the Company shall promptly give written notice of such Demand to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number each other Holder of Registrable Securities proposed in the manner provided in Section 2.3 below, and the Company shall, subject to Section 2.1(c) below, use its reasonable best efforts to effect the registration on a Demand Registration Statement under the Securities Act of the offer and sale of the Registrable Securities that the Holders, whether in connection with the exercise of Demand rights pursuant to this Section 2.1 or piggyback rights pursuant to Section 2.3 below, have requested the Company to register; provided, that the Company may also include in such Demand Registration Statement securities to be sold for its own account, subject to Section 2.1(c) below. The rights of Holders with respect to a Demand shall be subject to Suspension Periods, as provided in Section 2.5 below. The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Demand shall be approved by the Demanding Holders holding a majority of the Registrable Securities that are requested to be included in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, Registration Statement for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofDemanding Holders.
Appears in 1 contract
Demand Rights. (a) The Unitholders shall have the right, at At any time from time to timeon or after the earlier of (i) March 31, to elect to include1998, other than pursuant to Section 2.01 or (ii) the date of the Company's 1997 audited financial statements (which date shall be the date of the accompanying letter of the Company's independent accountants) and during the term of this Agreement, if the holders of at least 25% of the Registrable Securities outstanding ("Initiating Holders") request in writing (a "Demand Request") that the Company register an aggregate of $50 million offering of Registrable Securities under the Securities Act of 1933, as amended (calculated based on the Common Unit Price times "Securities Act") by underwriters selected by the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten OfferingInitiating Holders, subject to the consent approval of Crestwood the Company which approval shall not to be unreasonably withheld, delayed with anticipated gross offering proceeds of at least $200,000 (or conditioned.such lesser amount, at least $100,000, sufficient to register the public sale of all remaining Registrable Securities), the Company shall:
(bi) Subject promptly give Notice of the Demand Request to all other holders of Registrable Securities; and
(ii) use its best efforts to effect the registration and sale of such Registrable Securities, together with all other Registrable Securities specified in any written request received by the Company within 20 days after the date of the Notice of Demand Request, in accordance with the intended method of disposition thereof, and in accordance with the procedures set forth in Section 6. Provided, that if a Demand Request is made, the Company may at its option repurchase all but not less than all of the Registrable Securities covered by such Demand Request, at a purchase price per share equal to the terms Fair Market Value (as defined in Section 3.02(athe Loan Agreement) (including, of the Company's Common Stock on the trading day immediately preceding the closing date for the avoidance repurchase. The Company shall give written notice of doubt, its exercise of the maximum number option within 10 days after receipt of such Demand OfferingsRequest. The notice shall specify (i) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering closing date not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on more than 30 days after the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding of the 30-day period in Section 3.02(a)notice, and (ii) the place of closing. The repurchase price shall use commercially reasonable efforts to facilitate such Block Trade; provided that be paid at the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related closing to the Block Trade. Crestwood shall not notify any other holder Initiating Holders, against delivery of Common Units certificates representing the Registrable Securities, by wire transfer of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofimmediately available funds.
Appears in 1 contract
Demand Rights. (ai) The Unitholders shall have From and after the first anniversary of the Closing (unless the Company consents to an earlier date, such consent not be unreasonably withheld), Purchaser has the right, at any time from time to timeon four occasions, to elect require the Company to includefile a registration statement on Form X-0, X-0 or S-3 (or Form F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities Act for a public offering Registrable Shares, by delivering to the Company written notice, with a copy to St. Xxxx, stating that such right is being exercised, naming, if applicable, the members of the Purchaser Group whose Registrable Shares are to be included in such registration (collectively, the "Demanding Shareholders"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"); PROVIDED that, from and after the fifth anniversary of the Closing, Purchaser has the right to two additional Demand Requests if on such date Purchaser is the beneficial owner (directly or indirectly) of more than 9.9% of the Common Shares then outstanding. Upon receipt of a Demand Request, the Company shall use its reasonable best efforts to promptly effect the registration under the Securities Act of the Registrable Shares included in the Demand Request to permit the Demanding Shareholders to sell or otherwise dispose of its Registrable Shares included in the registration in accordance with the method or methods of distribution intended by the Demanding Shareholders. The rights and obligations of the parties listed under this Section 3(a)(i) are subject to the other than provisions of this Agreement.
(ii) The Company's obligations pursuant to Section 2.01 3(a)(i) above are subject to the following conditions:
(A) the Company is not obligated to fulfill a Demand Request if it has fulfilled a Demand Request received during the period of 12 months immediately preceding the date of receipt of such Demand Request;
(B) the Company is not obligated to fulfill a Demand Request unless the Demand Request is for such number of Registrable Shares with a market value that is equal to at least $50 million as of the date of such Demand Request, provided that the last Demand Request (as specified in Section 3(a)(i) of this Agreement) will not be subject to the limitations of this Section 3(a)(ii)(B);
(C) the Company shall, if requested by Purchaser, undertake a "road show" and other customary marketing efforts in connection with the sale of Registrable Shares pursuant to such registration, at such times and in such manner as Purchaser may reasonably request;
(D) the Company is not obligated to fulfill the requirements herein with regard to any registration relating to a Demand Request:
(1) during any period of time (not to exceed ninety (90) days in the aggregate during any period of twelve (12) consecutive months) after the Company has determined to proceed with a Securities Act registration of any of its securities and is diligently proceeding to complete such registration or any offering of securities pursuant thereto (whether for its own account or that of any shareholder but excluding any registration on Form S-8 under the Securities Act or any similar or successor form) if, in the judgment of a nationally recognized investment banking firm (which may be acting as managing underwriter for any such offering or as financial advisor to the Company), the fulfillment of such requirements or such filing would have an adverse effect on the offering,
(2) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is in possession of material, non-public information that the Company would not be required to disclose publicly in the absence of any Securities Act registration of its securities, and the disclosure of which would be materially injurious to the Company, or
(3) during any period of time (not to exceed ninety (90) days during any period of twelve (12) consecutive months) when the Company is engaged in, or has determined to engage in and is proceeding diligently with, any program for the purchase of, or any tender offer or exchange offer for, its capital securities, and determines, on advice of nationally recognized independent U.S. counsel knowledgeable in such matters, that such program or offer and the requested registration may not proceed concurrently without violating Regulation M under the Exchange Act;
(E) the Company is not required to maintain the effectiveness of a registration statement filed pursuant to Section 3(a)(i) for a period in excess of 90 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 3(f); PROVIDED, HOWEVER, that, from and after the third anniversary of the Closing and receipt thereafter by the Company of written instructions from Purchaser to such effect, in the case of any registration of Registrable Shares on Form S-3 or F-3 which are intended to be offered on a continuous or delayed basis, such 90-day period shall be extended until all such Registrable Securities are sold, PROVIDED that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, PROVIDED -------- FURTHER that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (1) includes any prospectus required by Section 10(a) of the Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (1) and (2) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Exchange Act in the registration statement and PROVIDED FURTHER that Purchaser shall give the Company written notice, with a copy to St. Xxxx, at least ten business days prior to the beginning of any fiscal quarter in which Purchaser intends to attempt to sell, transfer or otherwise distribute any Common Shares pursuant to this subsection (E) which are offered on a continuous or delayed basis, which notice shall specify the aggregate number of Common Shares Purchaser intends to attempt to sell, transfer or dispose of in such fiscal quarter:
(F) and shall not be required to file or maintain any registration statement that permits a delayed or continuous offering to be made for more than 30 consecutive days, which period shall be tolled during any period in which the Company invokes its rights under Section 3(f), after such registration statement becomes effective;
(G) any underwriting agreement entered into in connection with any public offering pursuant to this Section 3 shall contain a provision pursuant to which the managing underwriter of any such public offering shall agree to use its reasonable best efforts to avoid selling Registrable Shares to any one person or group of related persons (other than another dealer acting as an aggregate underwriter or member of $50 million any selling group in connection with such public offering) if, as a result of such sale, any person would beneficially or of record own directly or indirectly through a foreign corporation, or constructively under applicable rules contained in the Internal Revenue Code of 1986, as amended (the "Code"), more than 9.9% of the Voting Securities; and
(H) Purchaser is entitled to designate any one or more lawful methods of distribution permitted pursuant to the registration statement (including a firm commitment underwriting) to be the method of distribution for the registration pursuant to this Section 3(a), and Purchaser will sell its Registrable Securities Shares included in the registration in the designated methods (calculated based and, in the case of any underwriting, on the same terms and conditions as the Company and any other selling shareholder); the intended methods of distribution shall be indicated in the Demand Request and shall be finally determined prior to filing the registration statement. In any distribution pursuant to a Demand Request involving an underwriter, Purchaser is entitled to select any nationally recognized investment banking firm to act as underwriter, PROVIDED that with respect to any Demand Requests and piggy-back registrations for which the Company -------- bears the costs and expenses pursuant to Section 3(g), such selection of an underwriter by Purchaser is subject to the consent of the Company, such consent not to be unreasonably withheld.
(iii) Subject to Section 3(c), the Company may elect to include in any registration statement filed pursuant to this Section 3(a) any Common Unit Price times Shares to be issued by it or held by any of its Subsidiaries or by any other shareholders only to the number of Registrable Securities extent such shares are offered and sold pursuant to, and on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to terms and subject to the conditions of this Section 3.02(a) of this Agreementof, exercisable any underwriting agreement or distribution arrangements entered into or effected by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedDemanding Shareholders.
(biv) Subject Purchaser may withdraw a Demand Request at any time. A Demand Request withdrawn pursuant to the terms in this Section 3.02(a3(a)(iv) (including, is deemed not to have been made for the avoidance purposes of doubt, the maximum number of Demand OfferingsSection 3(a) and Section 2.01, any time when a Resale Registration Statement is on file with of no further effect if and only if Purchaser pays or reimburses the Commission Company for all expenses and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required costs incurred by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as Company in effect on the date hereofconnection with such Demand Request.
Appears in 1 contract
Samples: Investment Agreement (Platinum Underwriters Holdings LTD)
Demand Rights. In the event that: (ai) The Unitholders shall have Xceed has not, within ------------- thirteen (13) months following the rightClosing Date, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under filed a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to including all of the shares of Xceed Stock issued in connection with the Merger; and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once any Stock Recipient is unable to effect a sale of his or her Xceed Stock issued in connection with the Merger under Rule 144 of Securities Act of 1933, as amended (the "Securities Act") for any 90reason whatsoever within ten business days after a written request is received by Xceed to effect a trade, then the Stock Recipients owning at least fifty-day period. Upon one percent (51%) of the delivery to Crestwood shares of any Underwritten Offering Notice, Crestwood Xceed Stock issued in connection with the Merger then outstanding (the "Requesting Stockholders") shall be obligated entitled on one (1) occasion, commencing thirteen (13) months from the Closing Date, to retain underwriters cause Xceed to: (x) include for resale all of such shares of Xceed Stock in order a registration statement filed with the Securities and Exchange Commission (the "Commission"); (y) use its best efforts to permit have such registration statement declared effective by the Unitholders to effect such sale through an Underwritten Offering Commission under the Securities Act as promptly soon as practicable after an Underwritten Offering Notice (thereafter but in no event more later than 30 180 calendar days after receipt of the delivery request, by providing to Xceed written notice (the "Demand Notice") demanding that Xceed file such a registration statement; and (z) pay all expenses (including printing costs, reasonable legal fees and reasonable accounting fees) associated with filing such registration statement. Xceed shall, upon receipt of the Demand Notice, notify the remaining Stock Recipients in writing of its receipt of the Demand Notice (the "Registration Notice") and shall indicate therein that such Underwritten Offering Notice). In other Stock Recipients may include in such registration statement the shares of Xceed Stock issued to them in connection with any Underwritten Offering the Merger. Those Stock Recipients seeking to include their shares of Xceed Stock shall, within thirty (including any Block Trade30) under this Section 3.02calendar days of the date of the Registration Notice (the "Notice Period"), the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent notify Xceed in writing of Crestwood not their desire to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms included in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.such
Appears in 1 contract
Samples: Merger Agreement (Xceed Inc)
Demand Rights. (a) The Unitholders shall have the rightIf, at any time from time after the Purchaser obtains any of the Shares hereunder, the Purchaser shall desire to time, to elect to include, other than sell any or all of the Shares or any voting securities acquired by the Purchaser pursuant to Section 2.01 5.4 hereof (for purposes of this AgreementSection 5.3 "Shares" shall include such voting securities), at least an aggregate of $50 million of Registrable under circumstances requiring registration under the Securities Act, and shall so advise the Company by written notice (calculated based on the Common Unit Price times which notice shall specify the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in sold, describe the Demand Offering method of proposed sale and contain an undertaking by the expected price range of Registrable Securities Purchaser to provide all such information and to take all such action as may be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters required in order to permit the Unitholders Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement), the Company shall promptly prepare and file a registration statement with the SEC relating to such Shares and use its reasonable best efforts to cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the parties may agree); provided, however, that the Company shall not be obligated to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after two such registrations. If the delivery plan of distribution specified by the Purchaser with respect to any such Underwritten Offering Notice)registration involves the selection of a managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02such registration, the Unitholders Company will make such filings, and will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be sold shall be entitled to select registered or qualified for sale under the Managing Underwriter securities or Underwriters for Blue Sky laws of such Underwritten Offering, subject to the consent of Crestwood not to jurisdictions as shall be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, reasonably appropriate for the avoidance distribution of doubtthe Shares covered by the registration statement; provided, however, that the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes Company shall not be required to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known register as a “block trade” (broker or dealer in any jurisdiction where it is not then so registered or to qualify to do business as a “Block Trade”), for at least an aggregate foreign corporation in any jurisdiction where it is not then so qualified or to file any general consent to service of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofprocess.
Appears in 1 contract
Samples: Stock Option Agreement (Skywest Inc)
Demand Rights. (a) The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject Subject to the conditions of this Section 3.02(a) of this Agreement2, exercisable if the Company has not closed a Subsequent Financing by delivery December 31, 2007, then at any time thereafter the Holders of a written notice majority of the Registrable Securities then outstanding (the “Initiating Holders”) may request in writing (the “Demand Request”) that the Company file a Registration Statement under the Securities Act covering the registration of at least 20% of the Registrable Securities then outstanding and having an aggregate price to Crestwood (an “Underwritten Offering Notice”)the public of not less than $1,000,000. Each Underwritten Offering Notice The Demand Request shall specify set forth the approximate number of Registrable Securities proposed owned by the Initiating Holders to be sold included in the Demand Offering and Registration Statement. In such event, the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company shall:
(i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no any event more than 30 calendar within ten days of the receipt of the Demand Request, give written notice of such request to all Holders (the “Demand Notice”);
(ii) subject to the limitations set forth in this Section 2, prepare and file, as expeditiously as is commercially reasonable, and in any event within 90 days of receipt of such request (the “Demand Registration Filing Date”), a Registration Statement under the Securities Act covering the Registrable Securities specified by the Initiating Holders in the Demand Request and such other Registrable Securities with respect to which the Company has received written requests for inclusion within such Registration Statement within 15 days after the delivery of such Underwritten Offering Company has given the Demand Notice). In connection with any Underwritten Offering ; and
(including any Block Tradeiii) under this Section 3.02, use its commercially reasonable efforts to cause the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not Registration Statement to be unreasonably withheld, delayed or conditioneddeclared effective.
(b) Subject The Registration Statement shall be a resale registration statement on Form S-3, except (i) if the Company is not then eligible to register for resale the terms Registrable Securities on Form S-3, in Section 3.02(awhich case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder or (ii) if the Initiating Holders request and include in the Demand Request that such Registration Statement be on Form S-1 (includingor such other another appropriate form in accordance with the Securities Act and the rules promulgated thereunder), for in which case such registration shall be on such other appropriate form. The Company shall use its commercially reasonable efforts to (i) have such Registration Statement declared effective by the avoidance of doubt, Commission (x) within 90 days after the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Filing Date if such Registration Statement is on file with not reviewed by the Commission or (y) within 120 days after the Demand Registration Filing Date if such Registration Statement is reviewed by the Commission and (ii) keep such Registration Statement continuously effective under the Securities Act until such date as is effective, if a Unitholder wishes the earlier of (x) the date when all such Registrable Securities covered by such Registration Statement have been sold or (y) the date on which such Registrable Securities may be sold pursuant to engage in an underwritten registered offering not involving a Rule 144 (the “roadshow,” an offer commonly known as a “block trade” (a “Block TradeEffectiveness Period”), for at least an aggregate of $50 million of . Each Holder acknowledges and agrees that the Company shall be permitted to exclude such Holder’s Registrable Securities (calculated based on from a Registration Statement if such Holder fails to timely comply with the Common Unit Price times Company’s request for information pursuant to Section 5(m); provided if such Holder provides such information prior to the number filing of Registrable Securities on such Registration Statement the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and Company shall use commercially reasonable efforts to facilitate include such Block TradeRegistrable Securities on such Registration Statement.
(c) If the Initiating Holders intend to distribute the Registrable Securities covered by their Demand Request by means of an underwritten offering, they shall so advise the Company in the Demand Request, and the Company shall include such information in the Demand Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. All Holders proposing to distribute their securities by means of such underwritten offering shall enter into an underwriting agreement in customary form with an underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of securities that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders; provided provided, however, that the Unitholder wishing Company shall first exclude all other securities from the underwriting and registration before it reduces the number of Registrable Securities requested by the Holders. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to engage withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 Business Days prior to the effective date of such Registration Statement.
(d) The Company shall not be required to effect a registration pursuant to this Section 2:
(i) after the Company has filed two Registration Statements pursuant to this Section 2; or
(ii) if the Company shall furnish to the Holders requesting a Registration Statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation reasonable judgment of the prospectus and other offering documentation related Board of Directors of the Company, it would be detrimental to the Block Trade. Crestwood Company and its shareholders for such Registration Statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not notify more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof12 month period.
Appears in 1 contract
Demand Rights. After the termination of the Effectiveness Period, so long as there are "Registrable Securities" hereunder, upon written notice to the Company from one or more Holders (athe "Initiating Holders") The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on holding in the Common Unit Price times the number aggregate 25% of Registrable Securities on then outstanding, requesting that the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”)Company effect, pursuant to and subject to the conditions of this Section 3.02(a) 3, the registration of this Agreement, exercisable by delivery of a written such Initiating Holders' Registrable Securities under the Securities Act (which notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number Registrable Securities so requested to be registered, the proposed amounts thereof and the intended method or methods of distribution by such Initiating Holders (including whether the proposed offering is to be underwritten), the Company shall promptly (but in any event within 15 days) give written notice of such requested registration to all Holders of Registrable Securities, and thereupon the Company shall use its best efforts to effect the registration under the Securities proposed Act of: (A) the Registrable Securities that the Initiating Holders have requested the Company to be sold register, for disposition in accordance with the Demand Offering intended method or methods of distribution stated in their notice to the Company; and (B) all other Registrable Securities the Holders of which shall have made a written request to the Company for registration thereof (which request shall specify such Registrable Securities and the expected price range proposed amounts thereof) within 15 days after the receipt of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised written notice from the Company, as expeditiously as possible (i) in respect of more than three Underwritten Offerings or (ii) more than once but in any 90-day period. Upon event shall file such registration statement within 60 days of the delivery receipt of such request by the Initiating Holders), all to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order the extent requisite to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after disposition by Holders of the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not Registrable Securities then constituting Registrable Securities so to be unreasonably withheld, delayed or conditionedregistered.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Demand Rights. (a) The Unitholders shall have Upon written request of the right, Apollo/Blackstone ------------- Shareholders made at any time from time (but subject to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million the limitations on sales of Registrable Securities in the Shareholders Agreement), the Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and ----------- Sections 2.3 and 2.4, file (calculated based on and use its reasonable efforts to cause to become ------------ --- effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the Common Unit Price times blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be ----------- registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, ------------------------ including the name and address of any proposed underwriter; provided, that all -------- offerings contemplated by a request for registration under this Section 2.2 ----------- shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in ----------------------- which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the shares of Common Stock into which such shares would then be convertible) over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the date Crestwood receives an Underwritten Offering Notice) under a of such demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration statement rights. If the distribution proposed to be effected pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (------- 2.2 involves an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number underwritten offering of Registrable Securities and securities --- of the Company other than Registrable Securities ("Other Securities"), and if ---------------- the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable Securities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities, subject to the limitations set forth in ----------- such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but ----------- not longer than 90 days) if, in the Demand Offering and the expected price range sole judgment of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised Company's Board of Directors, (i) a delay is necessary in respect light of more than three Underwritten Offerings pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) more than once filing at the time requested would materially and adversely affect the business or prospects of Company in any 90-day periodview of disclosures that may be thereby required. Upon Once the delivery cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to Crestwood proceed, Company shall file a registration statement and begin performance of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) its other obligations under this Section 3.02, the Unitholders 2.2. ----------- The Apollo/Blackstone Shareholders shall be entitled to select request not more than nine registrations under this Section 2.2 (provided that the Managing Underwriter filing of ----------- -------- a registration statement in more than one Designated Jurisdiction in connection with a concurrent or Underwriters substantially concurrent distribution shall be deemed for such Underwritten Offeringthe purposes of this Agreement to be a single registration). However, subject if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, ----------- but no registration statement becomes effective with respect to the consent Registrable Securities covered by such request, then such request shall not count as a request for purposes of Crestwood not determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. ----------- If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to be unreasonably withheldthis Section 2.2, delayed the ----------- Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or conditioned.
(b) Subject to the terms in Section 3.02(a) (includingdelay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the avoidance sole judgment of doubtthe Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million disposition of Registrable Securities (calculated based on pursuant to the Common Unit Price times offering by the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block TradeShareholders; provided that the Unitholder wishing foregoing shall not limit the Company's right to engage in the Block Trade shall reasonably cooperate with Crestwood -------- file and any underwriters prior have declared effective registration statements relating to making such request in order shares of Common Stock issuable pursuant to facilitate preparation employee benefit plans of the prospectus and other offering documentation related Company or any of its subsidiaries or issuable pursuant to a merger, acquisition or similar transaction involving the Block Trade. Crestwood shall not notify Company or any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofits subsidiaries.
Appears in 1 contract
Samples: Registration Rights Agreement (Apollo Investment Fund Iii Lp)
Demand Rights. (a) The Unitholders shall have the right, at At any time from time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 commencing 180 calendar days after the delivery declaration of such Underwritten Offering effectiveness of the Registration Statement (the “Issue Date”), upon the written request of the Adviser, which request may be made on up to two separate occasions in any given year (the “Demand Notice”), the Corporation shall prepare and file with the SEC a Shelf Registration Statement covering the resale by the Holders of the Incentive Shares (the “Registrable Shares”). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled The Corporation will use its reasonable best efforts to select the Managing Underwriter or Underwriters for cause such Underwritten Offering, subject to the consent of Crestwood not Shelf Registration Statement to be unreasonably withheld, delayed or conditioneddeclared effective under the Securities Act as soon as practicable following receipt of the Demand Notice.
(b) Subject to Section 2(c) hereof, the terms Corporation shall use its best efforts:
(i) to keep any Shelf Registration Statement continuously effective, supplemented and amended, in order to permit the Prospectus forming a part thereof to be usable by the Holders until the earlier of (i) such time as all of the Registrable Shares covered by such Shelf Registration Statement have been publicly sold by the Holders pursuant to the Shelf Registration Statement or Rule 144 under the Securities Act or (ii) the date that all Registrable Shares covered by such Shelf Registration Statement may be sold by non-affiliates without volume or manner of sale restrictions under Rule 144, without the requirement for the Corporation to be in compliance with the current public information requirements under Rule 144, as determined by counsel to the Corporation pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Corporation’s transfer agent and the Holders (the “Effectiveness Period”).
(ii) The Corporation shall be deemed not to have used its reasonable best efforts to keep any Shelf Registration Statement effective during the Effectiveness Period if the Corporation voluntarily takes any action that would result in the Holders thereby not being able to offer and sell the Registrable Shares under such Shelf Registration Statement during that period, unless such action is (A) required by applicable law or (B) permitted pursuant to Section 3.02(a2(c) hereof.
(c) After the Effective Time of any Shelf Registration Statement, the Corporation may suspend the use of any Prospectus by written notice to the Holders for a period not to exceed an aggregate of 45 calendar days in any 90 calendar day period (each such period, a “Suspension Period”) if:
(i) an event has occurred and is continuing as a result of which the Shelf Registration Statement would, in the Corporation’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and
(ii) the Corporation determines in good faith that the disclosure of such event at such time would have a material adverse effect on the Corporation and its subsidiaries taken as a whole; provided, that in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which would impede the Corporation’s ability to consummate such transaction, the Corporation may extend a Suspension Period from 45 calendar days to 60 calendar days; provided, however, that Suspension Periods (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01without limitation, any time when such extension of a Resale Registration Statement is on file with Suspension Period) shall not exceed an aggregate of 120 calendar days in any 360 calendar day period. The Holders shall keep confidential any communications received by it from the Commission and is effectiveCorporation regarding the suspension of the use of the Prospectus, if except as required by applicable law.
(d) The Adviser agrees not to sell or otherwise transfer annually, in a Unitholder wishes to engage in an underwritten registered offering not involving disposition that would be considered a “roadshow,sale” an offer commonly known as a “block trade” within the meaning of Section 2(a)(3) of the Securities Act (a “Block TradeTransfer”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30more than one-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation third of the prospectus Incentive Shares received by the Adviser. Any actual, attempted or purported Transfer by the Adviser of more than one-third of the Incentive Shares received annually shall be null, void and other offering documentation related to the Block Tradeof no force or effect. Crestwood The foregoing restrictions shall not notify any other holder apply to gifts, transfers pursuant to estate law, donations or transfer to family members or to transfers to or among entities controlled by or under common control with the Adviser. If the Investment Management Agreement is terminated pursuant Section 11 thereto, all of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and the Registrable Shares will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofbecome freely saleable immediately.
Appears in 1 contract
Samples: Registration Rights Agreement (Medley Capital BDC LLC)
Demand Rights. Subject to the terms and conditions of this Agreement (a) The Unitholders shall have the rightincluding Section 2.1(b)), at any time from upon written notice delivered by a Registration Party (a “Demand”) at any time to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on requesting that the Common Unit Price times Company effect the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Registrable Securities held by such Registration Party, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number and type of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold included in such Underwritten Offering. The right registration and the intended method or methods of disposition of such Registrable Securities, the Company shall, as promptly as reasonably practicable, give written notice of such Demand to initiate a Demand Offering shall not be exercised all other Registration Parties and shall, as promptly as reasonably practicable, at any time after the expiration or waiver of the lock-up agreements delivered pursuant to the underwriting agreement relating to the IPO, file the appropriate registration statement and use reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of (i) the Registrable Securities which the Company has been so requested to register for sale by such Registration Party in respect of more than three Underwritten Offerings or the Demand, and (ii) more than once all other Registrable Securities which the Company has been requested to register for sale by such other Registration Parties by written request given to the Company within 10 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities), in any 90-day period. Upon each case subject to Section 2.1(f), all to the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order extent required to permit the Unitholders disposition (in accordance with such intended methods of disposition) of the Registrable Securities to effect be so registered for sale. Notwithstanding the foregoing, in the event the method of disposition is an underwritten offering, the right of any Registration Party to include Registrable Securities in such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but registration shall be conditioned upon such Registration Party’s participation in no event more than 30 calendar days after such underwriting and the delivery inclusion of such Underwritten Offering Notice). In connection Registration Party’s Registrable Securities in the underwriting to the extent provided in this Agreement, and all Registration Parties proposing to distribute their Registrable Securities through such underwriting shall (together with any Underwritten Offering (including any Block Tradethe Company as provided in Section 2.7) under this Section 3.02, enter into an underwriting agreement in customary form with the Unitholders shall be entitled to select the Managing Underwriter underwriter or Underwriters underwriters selected for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedunderwriting.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Driven Brands Holdings Inc.)
Demand Rights. Commencing one year following the closing of Scoop's initial public offering of Common Stock, and provided that Scoop is eligible to register Warrant Shares on Form S-3 under the Act, or any successor form thereto, Xxxx and Xxxxxxx (aeach a "Holder" for purposes of this Section 5) The Unitholders shall have the right, at any time from time exercisable by written notice to timeScoop, to elect have Scoop prepare, file and use its best efforts to includehave declared effective by the Securities and Exchange Commission, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”)covering Warrant Shares owned and held of record by Holder at the time of exercise of such registration rights. Notwithstanding the foregoing, pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Scoop shall not be exercised obligated to effect a registration pursuant to this Section 5(a): (i) in respect after Scoop has effected one (1) registration of more than three Underwritten Offerings or Warrant Shares for Holder pursuant to this Section 5(a); (ii) during the period starting with the date sixty (60) days prior to Scoop's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to a firmly underwritten offering of securities by Scoop, provided that Scoop is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (iii) if Scoop shall furnish Holder a certificate signed by the President of Scoop stating that in the good faith judgment of the Board of Directors of Scoop it would be seriously detrimental to Scoop or its stockholders for a registration statement to be filed at that time, in which case Scoop's obligations to use its best efforts to file a registration statement shall be deferred for a period not to exceed ninety (90) days; provided, however, that Scoop shall not obtain such a deferral more than once in any 90-day twelve (12) month period. Upon ; or (iv) with respect to any Warrant Shares which may be sold or transferred by Holder pursuant to Rule 144 of the delivery to Crestwood of Act (or any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters successor rule thereto) either without volume limitations or in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection compliance with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedapplicable volume limitations.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Settlement Agreement (Scoop Inc/De)
Demand Rights. (a) The Unitholders shall have the rightIf, at any time from time following the Closing, the Purchaser shall desire to time, to elect to include, other than sell any or all of the Shares or any voting securities acquired by the Purchaser pursuant to Section 2.01 4.4 hereof (for purposes of this AgreementSection 4.3 "Shares" shall include such voting securities), at least an aggregate of $50 million of Registrable under circumstances requiring registration under the Securities Act, and shall so advise the Company by written notice (calculated based on the Common Unit Price times which notice shall specify the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities Shares proposed to be sold in sold, describe the Demand Offering method of proposed sale and contain an undertaking by the expected price range of Registrable Securities Purchaser to provide all such information and to take all such action as may be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters required in order to permit the Unitholders Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement), the Company shall promptly prepare and file a registration statement with the SEC relating to such Shares and use its reasonable best efforts to cause such registration statement to become effective and remain effective for a period of not less than six months (or such lesser period as the parties may agree); provided, however, that the Company shall not be obligated to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after two such registrations. If the delivery plan of distribution specified by the Purchaser with respect to any such Underwritten Offering Notice)registration involves the selection of a managing underwriter or underwriters, such managing underwriter or underwriters shall be chosen by the Purchaser, subject to the approval of the Company, which approval shall not be unreasonably withheld. In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02such registration, the Unitholders Company will make such filings, and will use its reasonable best efforts to cause such filings to become effective, so that the Shares proposed to be sold shall be entitled to select registered or qualified for sale under the Managing Underwriter securities or Underwriters for Blue Sky laws of such Underwritten Offering, subject to the consent of Crestwood not to jurisdictions as shall be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, reasonably appropriate for the avoidance distribution of doubtthe Shares covered by the registration statement; provided, however, that the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes Company shall not be required to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known register as a “block trade” (broker or dealer in any jurisdiction where it is not then so registered or to qualify to do business as a “Block Trade”), for at least an aggregate foreign corporation in any jurisdiction where it is not then so qualified or to file any general consent to service of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereofprocess.
Appears in 1 contract
Samples: Stock Purchase Agreement (Delta Air Lines Inc /De/)
Demand Rights. At the request of the holders of at least 50% of the Common Stock, Marquee, at its expense, hereby undertakes to file a Registration Statement under the Securities Act with the U.S. Securities and Exchange Commission (athe "SEC") The Unitholders shall have the right, at any time from time to timefollowing the first anniversary of the Closing Date, to elect to includeregister for resale, other than the Common Stock pursuant to Section 2.01 brokerage transactions as defined in Rule 144 of this Agreementthe Securities Act of 1933, at least an aggregate of $50 million of Registrable as amended (the "Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering NoticeAct") under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering shall not be exercised (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable its best efforts to facilitate effect registration under the Securities Act of such Block Trade; shares, provided that, Marquee shall be required to effect no more than one such registration pursuant to this Section 9.7.1. Any such registration statement shall remain in effect for not less than 12 months. Marquee shall notify the holders of said Common Stock of the disposition of said Marquee Registration Statement and, to the extent that the Unitholder wishing to engage in Registration Statement shall become effective, shall, at such time, issue replacement certificates for the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation Common Stock eliminating the portion of the prospectus and other offering documentation related to the Block Tradelegend which provides: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRATHESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30SOLD, 2022)TRANSFERRED, as in effect on the date hereof.PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. FURTHERMORE,"
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Marquee Group Inc)
Demand Rights. In the event that Xceed has not filed a ------------- registration statement including all of the Registrable Securities during the Piggy-Back Period (a) The Unitholders shall have the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 by reason of this Agreementa Holder having declined inclusion of his, at least an aggregate of $50 million her or its shares of Registrable Securities therein after receipt of the Piggy-Back Notice), then the Holders owning at least fifty-one percent (calculated based 51%) of the shares of the Registrable Securities shall be entitled on one (1) occasion, commencing on the Common Unit Price times date immediately following the number first anniversary of the Closing Date, to cause Xceed to: (i) include for resale such shares of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under in a registration statement filed with the Securities and Exchange Commission (the "Commission"); (ii) use its best efforts to have such registration statement declared effective by the Commission under the Securities Act as soon as practicable thereafter; and (iii) keep such registration statement effective for 90 days, by providing to Xceed written notice (the "Demand Notice") demanding that Xceed file such a registration statement. Xceed shall, upon receipt of the Demand Notice, notify the remaining Holders in writing of its receipt of the Demand Notice (the "Registration Notice") and shall indicate therein that such other Holders may include in such registration statement the Registrable Securities. Those Holders seeking to include their Registrable Securities shall, within thirty (30) calendar days of the date of the Registration Notice (the "Notice Period"), notify Xceed in writing of their desire to have their Registrable Securities included in such registration. Xceed shall thereafter, within thirty (30) calendar days of expiration of the Notice Period, file a registration statement (on a form deemed appropriate by Xceed's counsel) with the Commission including all of the Registrable Securities which the Holders shall request in writing (the "Demand Rights"). Inclusion of all or any portion of a Holder's Registrable Securities pursuant to an Underwritten Offering (the Demand Notice shall constitute exercise of the Demand Rights in full. Notwithstanding such registration, the Holders shall not, while employees of Xceed, sell their Registrable Securities during a “Demand Offering”)period in which Xceed has imposed restrictions on the ability of its employees to effect trading in the Common Stock; provided, pursuant to and subject -------- however, if such restrictions exist, any rights shall be extended for a period ------- corresponding to the conditions of this Section 3.02(aperiod that such restrictions are in effect. Notwithstanding the foregoing: (x) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate a Demand Offering Xceed shall not be exercised obligated to effect a registration pursuant to this Section 1.4(d) during the period starting with the date sixty (i60) days prior to Xceed's estimated dates of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of Xceed, provided that Xceed is actively employing in respect good faith all -------- ---- reasonable efforts to cause such registration statement to become effective and that Xceed's estimate of more than three Underwritten Offerings the date of filing such registration statement is made in good faith; and (y) if Xceed shall furnish to such Holders a certificate signed by the Chief Executive Officer of Xceed stating that in the good faith judgment of the Board of Directors of Xceed it would be seriously detrimental to Xceed or its shareholders for a registration statement to be filed in the near future, then Xceed's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed six (ii6) more than once in any 90-day periodmonths. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood Xceed shall be obligated to retain underwriters in order effect only one registration pursuant to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned1.4(d).
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Samples: Asset Purchase Agreement (Xceed Inc)
Demand Rights. At any time on or after January 1, 2025, and prior to December 31, 2031, Investor (aon behalf of any Holder) The Unitholders shall have the right, at any time from time right to time, to elect to include, other than pursuant to Section 2.01 of this Agreement, at least an aggregate of $50 million dispose of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement Registration Statement pursuant to an Underwritten Offering if Investor reasonably expects (for any Holder) (i) gross proceeds of at least $100 million from such Underwritten Offering or (ii) gross proceeds of at least $50 million from such Underwritten Offering and such Registrable Securities represent one hundred percent (100%) of the then-outstanding Registrable Securities held by any applicable Selling Holder. Investor (on behalf of any Holder) shall exercise any such demand registration right by delivering a written notice (a “Demand OfferingNotice”), pursuant to and subject ) to the conditions Partnership specifying that (x) it is exercising a demand registration right, (y) the name of this Section 3.02(aeach Selling Holder, and (z) of this Agreement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range amount of Registrable Securities to be sold included in such the Underwritten Offering. The right to initiate Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a Demand Offering shall not be exercised (i) form that is customary in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon of securities by the delivery to Crestwood of any Underwritten Offering Notice, Crestwood shall be obligated to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection Partnership with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that Investor shall have the right (on behalf of all Holders) to exercise the demand registration rights set forth in this Section 2.03 not more than four (4) times (and not more frequently than once in any six-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding six-month period in which Investor (on behalf of the Holders) was eligible to exercise piggyback registration rights pursuant to Section 2.02, or, if the Partnership has conducted such an Underwritten Offering, subject Investor (on behalf of all Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to Section 2.02(b) by twenty-five percent (25%) or more of the consent Included Registrable Securities; provided, further, that the aggregate amount of Crestwood Registerable Securities that may be included in Underwritten Offerings pursuant to demand registration rights exercised in any twelve month period pursuant to this Section 2.03 shall not to be unreasonably withheld, delayed or conditioned.
(b) Subject to exceed one third of the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on outstanding as of the date Crestwood receives of delivery of a Demand Notice (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of its Affiliates (A) is conducting or actively pursuing a merger, acquisition, or disposition transaction with a third party, (B) is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least $100 million (other than in connection with any at-the-market offering or similar continuous offering program), or (C) is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in good faith in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend Investor’s right to require the Partnership to conduct an Underwritten Offering Notice)on such Selling Holder’s behalf pursuant to this Section 2.03; provided, Crestwood shall retain underwriters however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six-month period and in no event for such Block Trade within 5 calendar days, notwithstanding the 30a period that exceeds an aggregate of ninety (90) days in any 180-day period or one hundred twenty (120) days in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof365-day period.
Appears in 1 contract
Samples: Contribution Agreement (NextEra Energy Partners, LP)
Demand Rights. (ai) The Unitholders Upon written demand by the Lender to the Company, the Company shall have (i) prepare and file with the rightSEC, at any time from time as soon as practicable thereafter but in no event later than forty-five (45) days thereafter, a registration statement on Form S-0, Xxxx X-0 or other applicable form in order to time, register the resale of all the Securities that the Lender requests to elect to include, be registered (other than Securities that have been previously registered for resale under this Section 4.6(b)), pursuant and subject to Section 2.01 Rule 415 of this Agreementthe Securities Act, (ii) use its best efforts to cause such registration statement to become effective as soon as practicable after the filing date thereof, and (iii) make all filings, disclosures, updates and any other actions which are necessary in order to keep such registration statement continuously effective under the Securities Act for at least an aggregate twenty-four (24) months following the effective date of $50 million such registration statement. Notwithstanding anything herein to the contrary, in the event that all of Registrable the Securities (calculated based that are requested by the Lender to be registered on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering (a “Demand Offering”), pursuant to and subject to the conditions of this Section 3.02(a4.6(b) of this Agreementare not registered on such registration statement, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice the Lender shall specify have the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of Registrable Securities to be sold in such Underwritten Offering. The right to initiate demand that the Company register any such remaining unregistered Securities on a Demand Offering shall not be exercised (i) subsequent registration statement on Form S-1 or other applicable form as soon as reasonably practicable on the terms and conditions set forth in respect of more than three Underwritten Offerings or this Section 4.6(b).
(ii) Notwithstanding the foregoing, the Company may elect to delay the filing of such registration statement for a period not to exceed ninety (90) days, or may suspend the effectiveness of such registration statement after the effective date thereof for a period not to exceed ninety (90) days, if, in either case, the Company’s board of directors reasonably believes that the filing or continued effectiveness, as the case may be, of such registration statement would be materially detrimental to the Company because such action would cause a Material Suspension Event, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period, and provided further that the Company shall not register any securities for resale for its own account or that of any other stockholder during such ninety (90-) day period. Upon All expenses (other than underwriting discounts, commissions and special counsel fees of the delivery Lender) incurred in connection with registration pursuant to Crestwood of any Underwritten Offering Notice, Crestwood this Section 4.6(b) shall be obligated borne and paid by the Company. Except as otherwise provided in Section 4(b)(i) above, the Lender may not exercise its demand right pursuant to retain underwriters in order to permit the Unitholders to effect such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice (but in no event this Section 4.6(b) more than 30 calendar days after the delivery of such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02, the Unitholders shall be entitled to select the Managing Underwriter or Underwriters for such Underwritten Offering, subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditionedtwice.
(b) Subject to the terms in Section 3.02(a) (including, for the avoidance of doubt, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.
Appears in 1 contract
Demand Rights. (a) The Unitholders shall have Subject to the right, at any time from time to time, to elect to include, other than pursuant to Section 2.01 terms and conditions of this Agreement, from and after the date that the Company consummates the transactions contemplated by the Stock Purchase Agreement, and at any time at which the Company is not in compliance with its obligations under Section 2.2 to file and maintain the effectiveness of a Shelf Registration Statement, if Seller Representative, Cowen Investments or the Holders of at least an aggregate a majority-in-interest of $50 million the then-outstanding number of Registrable Securities (calculated based on the Common Unit Price times “Demanding Holders”) provide(s) notice (a “Demand”) requesting that the number of Registrable Securities on Company effect the date Crestwood receives an Underwritten Offering Notice) under a registration statement pursuant to an Underwritten Offering Registration (a “Demand OfferingRegistration”)) under the Securities Act of any or all of the Seller Registrable Securities or Founder Registrable Securities, pursuant to and subject to as the conditions of this Section 3.02(a) of this Agreementcase may be, exercisable by delivery of a written notice to Crestwood (an “Underwritten Offering Notice”). Each Underwritten Offering Notice which Demand shall specify the approximate number of Registrable Securities proposed to be sold in the Demand Offering and the expected price range of such Registrable Securities to be sold in registered by the Demanding Holders and the intended method or methods of disposition of such Underwritten Offering. The right Registrable Securities, the Company shall use its commercially reasonable efforts to initiate effect, as promptly as practicable, the registration of the offer and sale of such Registrable Securities under the Securities Act and applicable state securities laws, under a Demand Offering shall not Registration Statement on such form as may be exercised permitted under SEC Guidance (i) in respect of more than three Underwritten Offerings or (ii) more than once in any 90-day period. Upon the delivery to Crestwood of any Underwritten Offering Notice, Crestwood which shall be obligated on Form S-3 or Form S-3ASR, to retain underwriters in order the extent permitted by SEC Guidance), and to keep such Registration Statement (the “Demand Registration Statement”) effective for so long as is necessary to permit the Unitholders disposition of such Registrable Securities, in accordance with the intended method or methods of disposition stated in such Demand. The Company shall, within ten (10) Business Days of the Company’s receipt of the Demand, notify, in writing (the “Demand Notice”), all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to effect include all or a portion of such sale through an Underwritten Offering as promptly as practicable after an Underwritten Offering Notice Holder’s Registrable Securities in the Demand Registration (but each such Holder that includes all or a portion of such Holder’s Registrable Securities in no event more than 30 calendar days such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within twenty (20) Business Days after the delivery receipt by the Holder of the Demand Notice. Upon receipt by the Company of any such Underwritten Offering Notice). In connection with any Underwritten Offering (including any Block Trade) under this Section 3.02written notification from a Requesting Holder, the Unitholders such Requesting Holder shall be entitled to select have its Registrable Securities included in a Registration pursuant to a Demand Registration. Under no circumstances shall the Managing Underwriter or Underwriters for such Underwritten OfferingCompany be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this Section 2.1.1 (not counting any Demand Registration initiated solely by Cowen Investments), subject to the consent of Crestwood not to be unreasonably withheld, delayed or conditioned.
(b) Subject to the terms limitations set forth in Section 3.02(a) (including2.8 of this Agreement; provided, for the avoidance of doubtthat in each case, the maximum number of Demand Offerings) and Section 2.01, any time when a Resale Registration Statement is on file with the Commission and is effective, if a Unitholder wishes to engage in an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), for at least an aggregate of $50 million of Registrable Securities (calculated based on the Common Unit Price times the number of Registrable Securities on the date Crestwood receives an Underwritten Offering Notice), Crestwood shall retain underwriters for such Block Trade within 5 calendar days, notwithstanding the 30-day period in Section 3.02(a), and shall use commercially reasonable efforts to facilitate such Block Trade; provided that the Unitholder wishing to engage in the Block Trade shall reasonably cooperate with Crestwood and any underwriters prior to making such request in order to facilitate preparation of the prospectus and other offering documentation related to the Block Trade. Crestwood shall not notify any other holder of Common Units of any proposed Block Trade or overnight or bought Underwritten Offering under this Section 3.02 and will not give them the opportunity to participate in such Underwritten Offering unless required by the Niobrara RRA, the Preferred RRA or the PIPE RRA (provided that no notice will be provided under the PIPE RRA after March 30, 2022), as in effect on the date hereof.that
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