Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon under the Securities Act of any Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities. (b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated. (c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion). (d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made. (e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 3 contracts
Samples: Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc), Distribution and Contribution Agreement (Interstate Hotels & Resorts Inc), Registration Rights Agreement (Interstate Hotels & Resorts Inc)
Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any Subject form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities for sale, for cash consideration, Act or to the public by the Company or on behalf of one or more securityholders employees of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership planbenefit plan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity securities (as defined in connection with any acquisition made by Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, any securities exchange offer, any registration of securities originally placed pursuant it will give written notice to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Warner at least 20 days' prior written notice sixty (60) days before the initial filing with the Commission of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days)such Registration Statement, which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and set forth the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale disposition of the securities proposed to be sold), then registered by the number of Specified Securities which Company and the Electing Shareholders intended price range if known. The notice shall have the right offer to include in such filing the aggregate number of Shares as Warner may request. Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration statement is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be reduced included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis among the Electing Shareholders with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified Warner requested to be registered divided by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed total number of shares requested to be sold by the Electing Shareholders shall be so reduced until all securities proposed registered which are subject to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 2.1 by giving written notice to the Company 9(c), all expenses of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in borne by the registration as to which such withdrawal was madeCompany.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 3 contracts
Samples: Stock Option Agreement (Entertainment Inc), Stock Option Agreement (Entertainment Inc), Stock Option Agreement (Entertainment Inc)
Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any Subject form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities for sale, for cash consideration, Act or to the public by the Company or on behalf of one or more securityholders employees of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in connection with any amalgamation, merger or consolidation Section 3(a)(11) of the Company or any direct or indirect subsidiary Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company with one or more other corporations if the Company is the surviving corporation)Company, the Company shall it will give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant written notice to Section 2.2) Xxxxx at least 20 days' prior written notice sixty (60) days before the initial filing with the Commission of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days)such Registration Statement, which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and set forth the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale disposition of the securities proposed to be sold), then registered by the number of Specified Securities which Company and the Electing Shareholders intended price range if known. The notice shall have the right offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration statement is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be reduced included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis among the Electing Shareholders with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified Xxxxx requested to be registered divided by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed total number of shares requested to be sold by the Electing Shareholders shall be so reduced until all securities proposed registered which are subject to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 2.1 by giving written notice to the Company 9(c), all expenses of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in borne by the registration as to which such withdrawal was madeCompany.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 3 contracts
Samples: Stock Option Agreement (Entertainment Inc), Stock Option Agreement (Entertainment Inc), Stock Option Agreement (Entertainment Inc)
Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") a registration statement (whether other than a registration statement on Form S-1, S-2, S-8 covering solely an employee benefit plan or S-3, a registration statement on Form S-3 covering solely offers pursuant to a dividend or any equivalent form then in effectinterest reinvestment plan) for the rexxxxxxxxon registration under the Securities Act of 1933, as amended (the "Securities Act") of any Subject Securities shares of Common Stock for sale, for cash consideration, sale to the public by the Company or on behalf of one or more securityholders a stockholder of the Company for cash (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, options or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporationcorporations), the Company shall give each Shareholder the Stockholder and Xxxxxx Financial, Inc. (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2"Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 20 30 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution registration statement. The notice shall include a list of the states and the jurisdictions in the United States foreign jurisdictions, if any, in which the Company proposes intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and offer a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such securities (price is proposed to appear on the "ELECTED JURISDICTIONS")facing page of such registration statement. On the written request of a Shareholder the Stockholder (an "ELECTING SHAREHOLDER"and Xxxxxx, if applicable) received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the its notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made)intention, the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) procedures set forth in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.Sections
Appears in 2 contracts
Samples: Registration Rights Agreement (Ginsburg Harold), Registration Rights Agreement (Guardian International Inc)
Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") a registration statement (whether other than a registration statement on Form S-1, S-2, S-8 covering solely an employee benefit plan or S-3, a registration statement on Form S-3 covering solely offers pursuant to a dividend or any equivalent form then in effectinterest reinvestment plan) for the rexxxxxxxxon registration under the Securities Act of 1933, as amended (the "Securities Act") of any Subject Securities shares of Common Stock for sale, for cash consideration, sale to the public by the Company or on behalf of one or more securityholders a shareholder of the Company for cash (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, options or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporationcorporations), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 30 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution registration statement (the "Registration Notice"). The Registration Notice shall include a list of the states and the jurisdictions in the United States foreign jurisdictions, if any, in which the Company proposes intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and offer a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such securities (price is proposed to appear on the "ELECTED JURISDICTIONS")facing page of such registration statement. On Upon the written request of a any Shareholder (an each, a "ELECTING SHAREHOLDERRequesting Shareholder") ), received by the Company within 15 fifteen (15) days after the date giving of the Registration Notice by the Company's delivery , to such Shareholder register any of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made)Shareholder's Shares, the Company shall, under the terms and subject to the conditions of this Article IIand in accordance with the procedures set forth in Sections 1(c) and 1(d), and at its own expense as provided in Section 4.23, include use its best efforts to cause the Shares as to which registration shall have been so requested (the "PiggyBack Shares") to be included in the coverage of such registration statement (or statement. Notwithstanding any other provision in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states this Section 1(a), if in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance connection with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering for the Company indicates its reasonable belief in writing its opinion that the effect of including all or part of the Specified Securities PiggyBack Shares in the coverage of such registration statement or in the distribution to be effected by such prospectus underwritten offering will materially and adversely affect the sale of securities proposed all of the Common Stock to be sold registered (which opinion statement of the managing underwriter shall also state the maximum number of sharesshares of Common Stock (the "Maximum Shares"), if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be soldsuch sale), then the number of Specified Securities shares of Common Stock to be included in the offering shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company and to any holder or holders of shares of the Common Stock who may have exercised a mandatory right for registration; and (ii) second, among the Requesting Shareholders, Westar Security, Inc., a Nevada corporation ("Westar") and Heller Financial, Inc., a Delaware corporation ("Heller"), in propoxxxxx, as nearly as practicable, as such Person's xxxxxs of Common Stock proposed to be registered bears to the aggregate number of shares of Common Stock proposed to be registered by all Persons. If the managing underwriter has not limited the number of shares of Common Stock to be underwritten, the Company and other holders of the Company's securities may include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Electing Requesting Shareholders may elect to reduce or withdraw their request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto. The Company shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until select all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any all public offering offerings of securities made other than as shares of Common Stock subject to the provisions of this Section 1(a). The Requesting Shareholders shall enter into (together with the Company) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a result of customary form and is reasonably acceptable to the rights granted in Section 2.2Requesting Shareholders. Nothing in this Section 2.1 1(a) shall create any liability on the part of the Company to any the Requesting Shareholder if the Company for any reason decides not to file or to delay or withdraw such a registration statement (which the Company may do in its sole discretion)statement.
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Guardian International Inc)
Incidental Rights. (a) If at any time or from time to time (but ----------------- subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1X-0, S-2X-0, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") --------------------- Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, ---------- ----------- include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder -------------------- Shareholders or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
. Notwithstanding anything else contained in this Section 2.1, if the ----------- registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (b) the "First Three Demands"), then the Non- ----------- ------------------- Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, -------- however, that if the First Three Demands include Additional Shares (or shares ------- into which Additional Shares have been converted), then the Non- Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. ----------- If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 ----------- without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. In the case of a registration statement filed in response to any of the First priorityThree Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), after the absolute first priority afforded to the Company, shall be afforded to the Specified Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to -------- ------- be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the Electing number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata -------------------------- Reduction"). --------- In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, Senior Preferred Stock or Junior Preferred Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by the Electing Shareholders such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in -------- response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded ------------- to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the CompanyOriginal Shares) proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed ------------------ selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. For purposes of calculating the Additional Shares Pro-Rata Reduction and the Pro-Rata Reduction, each share of Preferred Stock shall be counted as the number of shares of Common Stock into which such Preferred Share would be convertible as of the date of determination, assuming Stockholder Approval (as defined in the Purchase Agreement) , and each share of Junior Preferred Stock shall be counted as the number of shares of Common Stock that would have been entirely eliminatedissued in lieu of such share of Junior Preferred Stock, as of the date of determination.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the ----------- Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.. -----------
Appears in 1 contract
Samples: Registration Rights Agreement (Apollo Investment Fund Iii Lp)
Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1X-0, S-2X-0, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder Shareholders or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (b) the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. In the case of a registration statement filed in response to any of the First priorityThree Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), after the absolute first priority afforded to the Company, shall be afforded to the Specified Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the Electing number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by the Electing Shareholders such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the CompanyOriginal Shares) have been entirely eliminated.
proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (cother than the Original Shares) The held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") a registration statement (whether other than a registration statement on Form S-1, S-2, S-8 covering solely an employee benefit plan or S-3, a registration statement on Form S-3 covering solely offers pursuant to a dividend or any equivalent form then in effectinterest reinvestment plan) for the rexxxxxxxxon registration under the Securities Act of 1933, as amended (the "Securities Act") of any Subject Securities shares of Common Stock for sale, for cash consideration, sale to the public by the Company or on behalf of one or more securityholders a stockholder of the Company for cash (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, options or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporationcorporations), the Company shall give each Shareholder the Stockholder and Heller Financial, Inc. (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2"Heller") so long as Heller has Heller Xxxxxtration Rights (as later xxxxxed), at least 20 days00 xxxs' prior written prxxx xxitten notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution registration statement. The notice shall include a list of the states and the jurisdictions in the United States foreign jurisdictions, if any, in which the Company proposes intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and offer a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such securities (price is proposed to appear on the "ELECTED JURISDICTIONS")facing page of such registration statement. On the Upon written request of a Shareholder the Stockholder (an "ELECTING SHAREHOLDER"and Heller, if applicable) received by the Company within 15 days after the date xxx xate of the Company's delivery to such Shareholder of the its notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made)intention, the Company shall, under the terms and subject to the conditions of this Article IIand in accordance with the procedures set forth in Sections 1(c) and 1(d), and at its own expense as provided in Section 4.23, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in states, the Elected Jurisdictions the aggregate number of Registrable Securities of the kind being Shares proposed to be registered (the "SPECIFIED SECURITIESRegistrable Shares") held by each such Electing Shareholder or into which such Registrable Securities are convertible). Notwithstanding any other provision in this Section 1(a), as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (if in accordance connection with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of (which shall be a nationally recognized independent investment banking firm or such underwritten offering firm as the parties shall mutually agree) for the Company indicates its reasonable belief in writing its opinion that the effect of including all or part of the Specified Securities Registrable Shares in the coverage of such registration statement or in the distribution to be effected by such prospectus underwritten offering will materially and adversely affect the sale of securities proposed to be sold the Registrable Shares (which opinion statement of the managing underwriter shall also state the maximum number of sharesshares (the "Maximum Shares"), if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be soldRegistrable Shares), then the number of Specified Securities Registrable Shares to be included in the offering shall be reduced to the Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company or other party at whose request the registration statement is being filed; and (ii) second, between the Stockholder and Heller, in proportion, as nearly as practicable, as such Person's Rxxxxxxable Shares bears to the aggregate number of Registrable Shares. If the managing underwriter has not limited the number of Shares to be underwritten, the Company and other holders of the Company's securities, in addition to Heller, may include securities for its (or their) own account in suxx xxxistration if (i) the managing underwriter so agrees and (ii) the number of shares which would otherwise have been included in such registration and underwriting will not thereby be limited. No registration statement effected under this Section 1(a) shall release the Electing Shareholders Company of its obligations to file registration statements on behalf of the Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the Stockholder. The Company shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until select all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of all public offerings of shares of Common Stock subject to the provisions of this Section 1(a), unless such registration statement is being filed pursuant to registration of a third party, in which case the agreement governing such registration statement shall govern the selection of underwriters. The Stockholder shall enter into (together with the Company and any public offering of securities made other than as holder including shares in such registration statement) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a result of customary form and is reasonably acceptable to the rights granted in Section 2.2Stockholder. Nothing in this Section 2.1 1(a) shall create any liability on the part of the Company to any Shareholder the Stockholder if the Company for any reason decides not to file or to delay or withdraw such a registration statement (which the Company may do in its sole discretion)statement.
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Guardian International Inc)
Incidental Rights. (a) If at any time or from time to time after two years following the date of the closing of the purchase of the Laidxxx Xxxck, Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2X-0, or xx S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any Subject Securities shares of Common Stock for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion convertible into or exchange or exercise exercisable for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priorityIn all cases, after the absolute priority afforded to the Company, shall be afforded to securities covered by a registration statement filed in response to the Specified Securities held exercise of a demand registration right by the Electing Shareholders another holder of Common Stock and no securities proposed to be sold by the Electing Shareholders such other holder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right . As to select any underwritersall other proposed selling shareholders of Common Stock, including Shareholders, any such reduction in the managing underwriter, number of any public offering shares of securities made other than as Common Stock proposed to be sold by the selling shareholders shall be effected on a result pro rata basis in accordance with the relationship which the number of the rights granted in Section 2.2shares of Common
1. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities Common Stock included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Waste Industries Inc)
Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Investor Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2X-0, or xx S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders Shareholder requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be sold), then the number of Specified Securities which the Electing Shareholders Shareholder shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders Shareholder and no securities proposed to be sold by the Electing Shareholders Shareholder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Interstate Hotels Corp)
Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon rxxxxxxxxion under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder Shareholders or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (b) the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. In the case of a registration statement filed in response to any of the First priorityThree Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), after the absolute first priority afforded to the Company, shall be afforded to the Specified Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the Electing number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by the Electing Shareholders such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the CompanyOriginal Shares) have been entirely eliminated.
proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (cother than the Original Shares) The held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Waste Industries Inc)
Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon regxxxxxxxxn under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder Shareholders or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (b) the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. In the case of a registration statement filed in response to any of the First priorityThree Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), after the absolute first priority afforded to the Company, shall be afforded to the Specified Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the Electing number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by the Electing Shareholders such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the CompanyOriginal Shares) have been entirely eliminated.
proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (cother than the Original Shares) The held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Waste Industries Inc)
Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon xxxistration under the Securities Act of any Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article ARTICLE II, at its own expense as provided in Section 4.2SECTION 4.1, include in the ----------- ------------ coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders Shareholder requesting registration under this Section SECTION 2.1 without materially adversely affecting the sale of the securities proposed to be sold), then the number of Specified Securities which the Electing Shareholders Shareholder shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders Shareholder and no securities proposed to be sold by the Electing Shareholders Shareholder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section SECTION 2.2. Nothing in this Section SECTION 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section SECTION 2.1 by giving written notice to the Company of its request to withdraw; providedPROVIDED, howeverHOWEVER, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section SECTION 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Interstate Hotels & Resorts Inc)
Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the SEC Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any Subject form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities for sale, for cash consideration, Act or to the public by the Company or on behalf of one or more securityholders employees of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in connection with any amalgamation, merger or consolidation Section 3(a)(11) of the Company or any direct or indirect subsidiary Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company with one or more other corporations if the Company is the surviving corporation)Company, the Company shall it will give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) at least 20 days' prior written notice to Szmyx xx least sixty (60) days before the initial filing with the Commission of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days)such Registration Statement, which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and set forth the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale disposition of the securities proposed to be sold), then registered by the number of Specified Securities which Company and the Electing Shareholders intended price range if known. The notice shall have the right offer to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on filing the aggregate number of Registrable Securities then held by them or on such other basis Shares as they shall agreeSzmyx xxx request. Szmyx xxxll advise the Company in writing within thirty (30) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, days after the absolute priority afforded to date of receipt of such offer from the Company, shall be afforded to setting forth the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) amount of such Shares for which registration is requested. The Company shall have thereupon include in such filing the sole right number of Shares for which registration is so requested, subject to select any underwritersthe next sentence, including and shall use its best efforts to effect registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter, underwriter of any a proposed public offering of securities made other than as a result shall advise the Company in writing that, in its opinion, the distribution of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company Shares requested to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities included in the registration as to which concurrently with the securities being registered by the Company or such withdrawal was made.
(e) Each Shareholder may request to have all demanding security holder would materially and adversely affect the distribution of such securities by the Company or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.such
Appears in 1 contract
Incidental Rights. (a) If at any time or from time to time after two years following the date of the closing of the purchase of the Xxxxxxx Block, Company proposes to file with the SEC a registration statement (whether on Form S-1X-0, S-2X-0, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any Subject Securities shares of Common Stock for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion convertible into or exchange or exercise exercisable for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article ARTICLE II, at its own expense as provided in Section 4.2SECTION 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, Shareholders and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required requisite to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
(b) . If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section SECTION 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priorityIn all cases, after the absolute priority afforded to the Company, shall be afforded to securities covered by a registration statement filed in response to the Specified Securities held exercise of a demand registration right by the Electing Shareholders another holder of Common Stock and no securities proposed to be sold by the Electing Shareholders such other holder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated. As to all other proposed selling shareholders of Common Stock, including Shareholders, any such reduction in the number of shares of Common Stock proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of shares of Common Stock proposed to be sold by each selling shareholder bears to the number of shares of Common Stock proposed to be sold by all selling shareholders.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.21. Nothing in this Section SECTION 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities Common Stock included in an unlimited number of registrations under this Section SECTION 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Blackstone Capital Partners Ii Merchant Banking Fund Et Al)
Incidental Rights. (a) If at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the SEC a registration statement (whether on Form S-1, S-2, or S-3S-0, or any xx xny equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders shareholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONSElected Jurisdictions"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") Shareholders received by the Company within 15 days after the date of the Company's delivery to such Shareholder Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by such Electing Shareholder Shareholders and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.24.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIESSpecified Securities") held by each such Electing Shareholder Shareholders or into which such the Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder Shareholders of such Registrable Securities.
. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (b) the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion reasonable belief that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities shares proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. In the case of a registration statement filed in response to any of the First priorityThree Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), after the absolute first priority afforded to the Company, shall be afforded to the Specified Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the Electing number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, Senior Preferred Stock or Junior Preferred Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by the Electing Shareholders such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the CompanyOriginal Shares) proposed to be sold by the Shareholders pursuant to a registration statement filed in response to the Other Demands, such reductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall be effected on a pro rata basis in accordance with the relationship which the number of such Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. For purposes of calculating the Additional Shares Pro-Rata Reduction and the Pro-Rata Reduction, each share of Preferred Stock shall be counted as the number of shares of Common Stock into which such Preferred Share would be convertible as of the date of determination, assuming Stockholder Approval (as defined in the Purchase Agreement) , and each share of Junior Preferred Stock shall be counted as the number of shares of Common Stock that would have been entirely eliminated.
(c) The issued in lieu of such share of Junior Preferred Stock, as of the date of determination. Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder Shareholders if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder . Shareholders may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Waste Industries Inc)
Incidental Rights. (a) If at any time or from time to time the Company proposes to file with the SEC a registration statement (whether on Form S-1S-0, S-2X-0, or S-3, or any equivalent form then in effect) for the rexxxxxxxxon registration under the Securities Act of any Subject Securities for sale, for cash consideration, to the public by the Company or on behalf of one or more securityholders of the Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 144A under the Securities Act, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) at least 20 days' ’ prior written notice of the proposed filing (or if 20 days' ’ notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"“Elected Jurisdictions”). On the written request of a Shareholder (an "ELECTING SHAREHOLDER"“Electing Shareholder”) received by the Company within 15 days after the date of the Company's ’s delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES"“Specified Securities”) held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities.
(b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be sold), then the number of Specified Securities which the Electing Shareholders shall have the right to include in such registration statement shall be reduced on a pro rata basis among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated.
(c) The Company shall have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of the Company to any Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion).
(d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made.
(e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of registrations under this Section 2.1.
Appears in 1 contract
Samples: Registration Rights Agreement (Interstate Hotels & Resorts Inc)
