Exercise of Registration Rights. Notwithstanding anything to the contrary contained herein, the Holder agrees not to exercise any of its registration rights set forth in this Appendix C at any time that it is able to sell all of its Registrable Securities under Rule 144 of the Securities Act in a single transaction without exceeding the volume limitations or being subject to the notification requirements thereunder.
Exercise of Registration Rights. If any Party (a) exercises its registration rights under the Registration Rights Agreement or (b) desires to exercise any registration rights under the Amended Partnership Agreement, the non-exercising Party will cooperate in good faith with respect to any such registration demand, including, without limitation, providing Voting Support.
Exercise of Registration Rights. UWG shall have the right to request that all or any part of its Shares be included in such Registration by giving written notice to the Company within thirty (30) calendar days after the receipt of the notice from the Company provided for in Section 2.1; provided, however, that if the Registration is underwritten and the managing underwriter(s) determine in good faith that the aggregate amount of Capital Stock which the registrant and UWG propose to include in the Registration Statement exceeds the maximum amount of Capital Stock that should be included therein, the registrant will include in such Registration, first, all of the Capital Stock which the registrant proposes to sell and, second, so much of the Capital Stock which UWG requested to be so included in such Registration as may be permitted by the managing underwriter(s).
Exercise of Registration Rights. If an Event of Default under Section 9.1(g) (solely as a result of an event described in clause (a) of the definition of Incapacity), and no other Event of Default, has occurred and is continuing, the Banks will not instruct the Agent, as pledgee under the Pledge Agreement, to request the Company to make a Demand Registration or a Piggyback Registration unless the Agent has given Xx. Xxxxxx at least [***] Banking Days’ prior notice of the date on which it will make such request, provided that neither the Agent nor the Banks have any obligation to defer making such request until Xx. Xxxxxx has responded, nor shall their right to do so be affected by or otherwise be subject in any respect to any protest or other notice from Xx. Xxxxxx.
Exercise of Registration Rights. If (a) the Company proposes to register for its own account any Company Stock (as defined in the Buyer Registration Rights Agreement) under the Securities Act of 1933, as amended (the "Securities Act"), in an Underwritten/Placed Offering (as defined in the Buyer Registration Rights Agreement), and in connection with such proposed offering (i) Buyer or the Advancing Party has exercised its rights under Section 4.1 of the Buyer Registration Rights Agreement to require the Company to include in such proposed offering Registrable Securities of Buyer or the Advancing Party, and (ii) one or more of the Holders have exercised their rights to include Eligible Securities (as defined in the Registration Rights Agreement) in such proposed offering, and (b) the underwriter or the managing underwriter, as the case may be, of such Underwritten/Placed Offering informs the Company of its belief that the amount of securities requested to be included in such registration or offering exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the number of shares of Registrable Securities of Buyer and/or the Advancing Party and the number of shares of Eligible Securities of the Holders to be included in such offering shall be reduced in order to permit such underwriter or managing underwriter to complete successfully such offering without delay as follows:
(a) First, any necessary reduction shall be apportioned among any Eligible Securities held by the Ramco Principals which were proposed to be included in the proposed offering upon exercise of their respective registration rights under the Registration Rights Agreement pro rata based on the number of securities proposed to be registered by such Ramco Principals; provided, however, that if any Ramco Principal is deceased or has suffered a divorce prior to filing of the registration statement with respect to the proposed offering, the Eligible Securities held by such Ramco Principal or by the estate or the heirs, beneficiaries or devisees of such Ramco Principal shall not be subject to reduction pursuant to this subclause (a), but shall be subject to reduction pursuant to subclause (b); and
(b) Second, to the extent any reduction pursuant to clause (a) above is not sufficient, any further reduction required by the underwriter or the managing underwriter of the proposed offering shal...
Exercise of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 8 may be exercised by a Limited Partner or by any transferee or assignee of such securities who, after such assignment or transfer, holds at least 500,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations), provided, in the case of any such transferee or assignee, the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned and such transferee or assignee agrees to comply with all obligations imposed on a Limited Partner under applicable provisions of this Section 8; and PROVIDED, FURTHER, that such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants, and siblings of such partners or spouses who acquire Registrable Securities by gift, will, or intestate succession) shall be aggregated together and with the partnership; and PROVIDED THAT all assignees and transferees who would not qualify individually for an assignment of the registration rights as provided herein shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under applicable provisions of this Section 8.
Exercise of Registration Rights. The Investors’ Representative shall have the sole and exclusive power and authority to exercise any and all rights granted to the Investors under Article III of the Shareholder Agreement (the “Registration Rights”) on behalf of the Investors; provided, that notwithstanding anything to the contrary set forth in this sentence, each Investor shall have the right to exercise, on its own behalf, any and all of such Investor’s rights to indemnification or contribution or obligations to indemnify and hold harmless pursuant to Section 3.08 of the Shareholder Agreement. For the avoidance of doubt, no Investor shall have the right, in its capacity as an Investor, to request a Demand Offering pursuant to the Shareholder Agreement other than through a request made by the Investors’ Representative. The Investors’ Representative shall consult with the Investors (including the Co-Investor) prior to exercising any Registration Rights. In the event that the Investors’ Representative, in its good faith judgment and following such consultation, elects on behalf of the Investors to exercise any rights to request a Demand Offering or participate in a Piggyback Offering, each Investor shall be entitled to participate in any resulting offering of Equity Securities in the Company, subject to the terms of the Shareholder Agreement and to Section 4 hereof, on a pro rata basis based on the relative ownership of Equity Securities of the Company at the relevant time among all of the participating Investors and otherwise on substantially the same terms as all of the participating Investors. Any reduction in the size of an offering, pursuant to the terms of the Shareholder Agreement, shall be apportioned between the Investors on a pro rata basis based on relative ownership of Equity Securities of the Company at the relevant time among all of the participating Investors.
Exercise of Registration Rights. All rights granted to the Advancing Party hereunder shall be exercised by Morgxx Xxxnxxx Xxxet Management Inc. on behalf of the Advancing Party.
Exercise of Registration Rights. UWG shall have the right to ------------------------------- request that all or any part of its Shares (including the shares of Common Stock into which the Shares may be converted) be included in such Registration by giving written notice to the Company within thirty (30) days after the receipt of the notice from the Company provided for in Section 4.1; provided, however, that if the Registration is underwritten and the managing underwriter(s) determine in good faith that the aggregate amount of Capital Stock which the registrant and UWG propose to include in the Registration Statement exceeds the maximum amount of Capital Stock that should be included therein, the registrant will include in such Registration, first, all of the Capital Stock which the registrant proposes to sell and, second, so much of the Capital Stock which UWG requested to be so included in such Registration as may be permitted by the managing underwriter(s).
Exercise of Registration Rights. (a) Prior to the Distribution, the Investors agree to approve, and shall use their reasonable best efforts to cause their designated Managers to approve, the exercise by the Contributor of any demand registration under the Registration Rights Agreement in connection with the Initial Offering as requested by the Requisite Investor Majority. Except as set forth in Section 2.4(b), if the Distribution occurs prior to the Initial Offering, then from the Distribution until immediately following the Initial Offering, each Investor agrees not to exercise its rights to make a Demand Registration Request or Shelf Takedown Request (each as defined in the Registration Rights Agreement) without the consent of the Requisite Investor Majority.
