Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)). (ii) The Company shall not be required to effect a registration pursuant to Section 6(b) more frequently than once every six months. (iii) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b), if the underwriter determines that (A) marketing factors require a limitation of the total number of shares to be underwritten, or (B) the offering price per share would be reduced by the inclusion of the shares of the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves of any such underwriting, the Company may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration. (iv) If at the time of any request to register Registrable Stock pursuant to Section 6(b), the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect to any request for registration.
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a registration more than three registrations on behalf of the Prior Investors pursuant to Section 6(b) more frequently than once every six months8.2. There shall be no limitations on the number of demand registrations that may be requested by the Purchasers.
(iiib) The Company shall not be required to cause a registration requested pursuant to Section 8.2 to become effective prior to the earlier of (i) January 2, 1998 and (ii) the expiration of six (6) months after the effective date of the first registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable).
(c) The Company shall not register securities for sale for its own account in any registration requested pursuant to Section 8.2 unless permitted to do so by the written consent of Holders who hold at least 51% of the Registrable Stock as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 8.2 and to become effective less than 120 days after the effective date of any registration requested pursuant to Section 8.2.
(d) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b8.2(b) and 8.4(c), if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten or a limitation of the total number of shares of the Key Employees to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of the Key Employees and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, then to the Key Employees who have indicated to the Company their decision to distribute any of their Subject Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Subject Stock owned by the Key Employees at the time of filing the registration statement, and the remainder, if any, to the Company; PROVIDED, HOWEVER, that if the underwriter determines that marketing factors require a limitation of the number of shares of the Key Employees to be underwritten or that the offering price per share would be reduced by the inclusion of the shares of the Key Employees, then the number of shares of the Key Employees that may be so included shall be reduced, or eliminated from registration, as the underwriter shall advise. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder, Key Employee or the Company disapproves of any such underwriting, the Company such person may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(ive) The Company shall not be required to effect a registration pursuant to Section 8.2 unless the proposed disposition of shares of Subject Stock has an aggregate expected offering price (before deduction of underwriting discounts and expenses of sale) of not less than $5,000,000.
(f) If at the time of any request to register Registrable Stock pursuant to Section 6(b)8.2 hereof, the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) 8.5 hereof or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect to any request for registrationwhile the rights set forth in Section 8.2 are in effect.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (3dx Technologies Inc)
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a registration more than three registrations on behalf of the Investors pursuant to Section 6(b) more frequently than once every six months8.2.
(iiib) The Company shall not be required to cause a registration requested pursuant to Section 8.2 to become effective prior to the earlier of [(i) January 2, 1998] and (ii) the expiration of six (6) months after the effective date of the first registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable).
(c) The Company shall not register securities for sale for its own account in any registration requested pursuant to Section 8.2 unless permitted to do so by the written consent of Holders who hold at least 51% of the Registrable Stock as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 8.2 and to become effective less than 120 days after the effective date of any registration requested pursuant to Section 8.2.
(d) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b8.2(b) and 8.4(c), if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten or a limitation of the total number of shares of the Key Employees to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of the Key Employees and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, then to the Key Employees who have indicated to the Company their decision to distribute any of their Subject Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Subject Stock owned by the Key Employees at the time of filing the registration statement, and the remainder, if any, to the Company; PROVIDED, HOWEVER, that if the underwriter determines that marketing factors require a limitation of the number of shares of the Key Employees to be underwritten or that the offering price per share would be reduced by the inclusion of the shares of the Key Employees, then the number of shares of the Key Employees that may be so included shall be reduced, or eliminated from registration, as the underwriter shall advise. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder, Key Employee or the Company disapproves of any such underwriting, the Company such person may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(ive) The Company shall not be required to effect a registration pursuant to Section 8.2 unless the proposed disposition of shares of Subject Stock has an aggregate expected offering price (before deduction of underwriting discounts and expenses of sale) of not less than $5,000,000.
(f) If at the time of any request to register Registrable Stock pursuant to Section 6(b)8.2 hereof, the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) 8.5 hereof or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect to any request for registrationwhile the rights set forth in Section 8.2 are in effect.
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a registration more than two registrations on behalf of the Investors pursuant to Section 6(b) more frequently than once every six months8.2.
(iiib) The Company shall not be required to cause a registration requested pursuant to Section 8.2 to become effective prior to the earlier of (i) December 1, 1998 and (ii) the expiration of six (6) months after the effective date of the first registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable).
(c) The Company shall not register securities for sale for its own account in any registration requested pursuant to Section 8.2 unless permitted to do so by the 45 -40- written consent of Holders who hold at least 51% of the Registrable Stock as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 8.2, unless such other registration becomes effective at least 120 days after the effective date of any registration requested pursuant to Section 8.2.
(d) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b8.2(b) and 8.4(c), if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten or a limitation of the total number of shares of the Key Employees to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of the Key Employees and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, then to the Key Employees who have indicated to the Company their decision to distribute any of their Subject Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Subject Stock owned by the Key Employees at the time of filing of the registration statement, and the remainder, if any, to the Company. No stock excluded from ; provided, however, that if the underwriting by reason underwriter determines that marketing factors require a limitation of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves number of any such underwriting, the Company may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(iv) If at the time of any request to register Registrable Stock pursuant to Section 6(b), the Company is engaged, or has fixed plans to engage within 90 days shares of the time Key Employees to be underwritten or that the offering price per share would be reduced by the inclusion of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) or is engaged in any other activity which, in the good faith determination shares of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the CompanyKey Employees, then the Company number of shares of the Key Employees that may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offeringso included shall be reduced, or the date of commencement of such other material activityeliminated from registration, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect to any request for registration.underwriter shall
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a more than one registration pursuant to Section 6(b) more frequently than once every six months2 hereof.
(iiib) The Company may not cause any other registration of Securities for sale for its own account (other than a registration effected solely to implement an employee benefit or incentive plan or securities for a transaction on a Form S-4) to be initiated after a registration requested pursuant to Section 2 hereof and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2 hereof.
(c) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting pursuant to this Agreement or other agreements with the Company, or shares offered by the Company may be included in the registration. Notwithstanding the provisions of Sections 6(b)2(b) and 4(b) hereof, if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of in the Companyunderwriting, then the number of shares to be included in the registration and underwriting shall first be allocated among reduced in whole or in part by the underwriter so long as such limitation is applied on a pro rata basis with respect to all Holders who indicated shares proposed or requested to be registered in the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves of any such underwriting, the Company may elect to withdraw its shares therefrom by written notice to the Initiating Holders Purchaser and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(ivd) If at the time of any request to register Registrable Stock Securities pursuant to Section 6(b)2 hereof, the Company is engaged, or has fixed plans to engage within 90 ninety (90) days of the time of the request, request in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Companyoffering, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering.
(e) The Company shall not be required to effect a registration pursuant to Section 2 hereof until the earlier to occur of: (i) 18 months after an Initial Public Offering if the Company obtains the requisite approval of the holders of the Preferred Stock for such registration, or (ii) ninety (90) days after a public offering for the date account of commencement the holders of Common Stock issued or issuable to such other material activityholders of the Company's Preferred Stock (the "Preferred Offering"). If a Preferred Offering has not occurred within 18 months after an Initial Public Offering, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect agrees to any request for registrationuse its best efforts to obtain the consent referred to in clause (i) in the previous sentence.
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a more than one registration pursuant to Section 6(b) more frequently than once every six months2 hereof.
(iiib) The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit or incentive plan or securities for a transaction on a Form S-4) to be initiated after a registration requested pursuant to Section 2 hereof and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2 hereof.
(c) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting pursuant to this Agreement or other agreements with the Company, or shares offered by the Company may be included in the registration. Notwithstanding the provisions of Sections 6(b)2(b) and 4(b) hereof, if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of in the Companyunderwriting, then the number of shares to be included in the registration and underwriting shall first be allocated among reduced in whole or in part by the underwriter so long as such limitation is applied on a pro rata basis with respect to all Holders who indicated shares proposed or requested to be registered in the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves of any such underwriting, the Company may elect to withdraw its shares therefrom by written notice to the Initiating Holders Purchaser and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(ivd) If at the time of any request to register Registrable Stock Securities pursuant to Section 6(b)2 hereof, the Company is engaged, or has fixed plans to engage within 90 ninety (90) days of the time of the request, request in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Companyoffering, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering.
(e) The Company shall not be required to effect a registration pursuant to Section 2 hereof until the earlier to occur of: (i) 18 months after an Initial Public Offering if the Company obtains the requisite approval of the holders of the Preferred Stock for such registration, or (ii) ninety (90) days after a public offering for the date account of commencement the holders of Common Stock issued or issuable to such other material activityholders of the Company's Preferred Stock (the "Preferred Offering"). If a Preferred Offering has not occurred within 18 months after an Initial Public Offering, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect agrees to any request for registrationuse its best efforts to obtain the consent referred to in clause (i) in the previous sentence.
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(iia) The Company shall not be required to effect a registration more than three registrations on behalf of the Investors pursuant to Section 6(b) more frequently than once every six months8.2.
(iiib) As to the First Reserve Registration, the Company shall not be required to cause a registration requested pursuant to Section 8.2 to become effective prior to the earlier of (i) April 13, 2002, or (ii) the expiration of six (6) months after the effective date of the first registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable).
(c) The Company shall not register securities for sale for its own account in any registration requested pursuant to Section 8.2 unless permitted to do so by the written consent of Holders who hold at least 51% of the Registrable Stock as to which registration has been requested. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 8.2 and to become effective less than 120 days after the effective date of any registration requested pursuant to Section 8.2.
(d) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b8.2(b) and 8.4(c), if the underwriter determines that (Ai) marketing factors require a limitation of the total number of shares to be underwritten or a limitation of the total number of shares of the Key Employees to be underwritten, or (Bii) the offering price per share would be reduced by the inclusion of the shares of the Key Employees and/or the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, then to the Key Employees who have indicated to the Company their decision to distribute any of their Subject Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Subject Stock owned by the Key Employees at the time of filing the registration statement, and the remainder, if any, to the Company; provided, however, that if the underwriter determines that marketing factors require a limitation of the number of shares of the Key Employees to be underwritten or that the offering price per share would be reduced by the inclusion of the shares of the Key Employees, then the number of shares of the Key Employees that may be so included shall be reduced, or eliminated from registration, as the underwriter shall advise. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder, Key Employee, or the Company disapproves of any such underwriting, the Company such person may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(ive) Unless and until there shall have first occurred the earlier of (i) an Automatic Conversion Event, as defined in the Fifth Restated Certificate or (ii) the expiration of six (6) months after the effective date of the first registration statement initiated by the Company (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Commission is applicable), the Company shall not be required to effect a registration pursuant to Section 8.2 unless the proposed disposition of shares of Subject Stock has an aggregate expected offering price (before deduction of underwriting discounts and expenses of sale) of not less than $20,000,000 and the offering price per share is at least $3.50, adjusted for any stock splits or divisions.
(f) If at the time of any request to register Registrable Stock pursuant to Section 6(b)8.2 hereof, the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Registrable Stock pursuant to Section 6(e) 8.5 hereof or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days six months from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect while the rights set forth in Section 8.2 are in effect.
(g) The registration rights granted under Section 8.2 shall terminate as to any request for registrationHolder or permissible transferee or assignee of such rights if such person would be permitted to sell all of the Subject Stock held by it pursuant to Rule 144(k), provided, however, that such registration rights shall continue to be applicable until, and including, the initial public offering of the Company's securities.
Appears in 1 contract
Limitations on Required Registrations. (i) The TimeMasters Group (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(b)) and Sihl Investor (considered together with any Holder that acquires Registrable Stock therefrom and registration rights pursuant to Section 6(j)) shall have the right to require the Company to effect no more than five registrations pursuant to Section 6(j)).
(ii) The Company shall not be required to effect a registration pursuant to Section 6(b) more frequently than once every six months.
(iii) Whenever a requested registration is for an underwritten offering, only shares which are to be included in the underwriting may be included in the registration. Notwithstanding the provisions of Sections 6(b), if the underwriter determines that (A) marketing factors require a limitation of the total number of shares to be underwritten, or (B) the offering price per share would be reduced by the inclusion of the shares of the Company, then the number of shares to be included in the registration and underwriting shall first be allocated among all Holders who indicated to the Company their decision to distribute any of their Registrable Stock through such underwriting, in proportion, as nearly as practicable, to the respective numbers of shares of Registrable Stock owned by such Holders at the time of filing the registration statement, and the remainder, if any, to the Company. No stock excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If the Company disapproves of any such underwriting, the Company may elect to withdraw therefrom by written notice to the Initiating Holders and the underwriter. The securities so withdrawn from such underwriting shall also be withdrawn from such registration.
(iv) If at the time of any request to register Registrable Stock pursuant to Section 6(b), the Company is engaged, or has fixed plans to engage within 90 days of the time of the request, in a registered public offering as to which the Holders may include such Stock pursuant to Section 6(e) or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offering, or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once with respect to any request for registration.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (General Electric Capital Corp)
