Manner of Sale of Marathon Equity Securities. Ashland agrees to sell all Marathon Equity Securities (i) pursuant to a bona fide Underwritten Public Offering managed by one or more Bulge Bracket Investment Banking Firms selected by Ashland, or by one or more other investment banking firms selected by Ashland and to which Marathon or USX shall not have reasonably objected, in a manner reasonably designed to effect a broad distribution of such Marathon Equity Securities (a “Qualifying Public Offering”), (ii) to any person, provided that after giving effect to such sale such person beneficially owns, together with such person’s Affiliates, no more than 5% of the Marathon Equity Securities of the relevant issuer then outstanding on a fully diluted basis (a “Fully Distributed Sale”) or (iii) to a broker or underwriter selected by Ashland who agrees to effect any subsequent transfer by it of such Marathon Equity Securities in a Qualifying Public Offering or a Fully Distributed Sale.
Appears in 3 contracts
Samples: Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp), Put/Call, Registration Rights and Standstill Agreement (Ashland Inc), Put/Call, Registration Rights and Standstill Agreement (Marathon Oil Corp)
Manner of Sale of Marathon Equity Securities. Ashland agrees to sell all Marathon Equity Securities (i) pursuant to a bona fide Underwritten Public Offering managed by one or more Bulge Bracket Investment Banking Firms selected by Ashland, or by one or more other investment banking firms selected by Ashland and to which Marathon or USX shall not have reasonably objected, in a manner reasonably designed to effect a broad distribution of such Marathon Equity Securities (a “"Qualifying Public Offering”"), (ii) to any person, provided that after giving effect to such sale such person beneficially owns, together with such person’s 's Affiliates, no more than 5% of the Marathon Equity Securities of the relevant issuer then outstanding on a fully diluted basis (a “"Fully Distributed Sale”") or (iii) to a broker or underwriter selected by Ashland who agrees to effect any subsequent transfer by it of such Marathon Equity Securities in a Qualifying Public Offering or a Fully Distributed Sale.
Appears in 2 contracts
Samples: Put/Call, Registration Rights and Standstill Agreement (Ashland Inc), Put/Call, Registration Rights and Standstill Agreement (Ashland Inc)
Manner of Sale of Marathon Equity Securities. Ashland --------------------------------------------- agrees to sell all Marathon Equity Securities (i) pursuant to a bona fide Underwritten Public Offering managed by one or more Bulge Bracket Investment Banking Firms selected by Ashland, or by one or more other investment banking firms selected by Ashland and to which Marathon or USX shall not have reasonably objected, in a manner reasonably designed to effect a broad distribution of such Marathon Equity Securities (a “"Qualifying Public Offering”"), (ii) to any -------------------------- person, provided that after giving effect to such sale such person beneficially owns, together with such person’s 's Affiliates, no more than 5% of the Marathon Equity Securities of the relevant issuer then outstanding on a fully diluted basis (a “"Fully Distributed Sale”") or (iii) to a broker or underwriter selected ---------------------- by Ashland who agrees to effect any subsequent transfer by it of such Marathon Equity Securities in a Qualifying Public Offering or a Fully Distributed Sale.
Appears in 1 contract
Samples: Put/Call, Registration Rights and Standstill Agreement (Usx Corp)