Marketing Restrictions. If (i) a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by Section 2.2 or Section 2.3, (ii) the offering proposed to be made is to be an Underwritten Offering, and (iii) the managing underwriters of such public offering are of the opinion that the total amount of securities to be included in such offering would exceed the Maximum Amount, then the rights of the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such such Underwritten Offering shall be as follows: (a) If such Underwritten Offering shall have been proposed by the Company, (a) the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate shall be entitled to participate in such Underwritten Offering (pro rata based on the number of shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; (b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount; (c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and (d) no securities (issued or unissued) other than those registered and included in the Underwritten Offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 or such shorter period as may be acceptable to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.
Appears in 1 contract
Marketing Restrictions. If 7.1 If:
(ia) a Holder of Registrable Securities Lilly requests registration of Registrable Securities as contemplated by Section 2.2 or Section 2.3Common under SECTION 2 of this Agreement, and
(iib) the offering proposed to be made is to be an Underwritten Offeringunderwritten public offering, and and
(iiic) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities Securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) Lilly, (ii) the Holders of Registrable Securities and Holders, (iii) the holders of other securities Securities having the right to include such securities Securities in such such Underwritten Offering shall be as follows:
registration and (aiv) If such Underwritten Offering shall have been proposed by the Company, (a) of the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate offering shall be entitled to participate in such Underwritten Offering (pro rata based on the number following order of shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;priority:
(bi) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereofFIRST, (1) if such registration was not initiated by the Holders Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of Registrable Securities such Person or Persons shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as that shall exist among them), subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in each case the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with further such shares of Investor Registrable Stock being allocated pro rata allocations to among the extent any Holders of Investor Registrable Stock owned by such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
Holders, and (c2) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by if the Company to request has initiated such Underwritten Offeringregistration as a primary registration, (A) then the holders requesting such Underwritten Offering Company shall be entitled to participate in up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such registration Underwriter Maximum (with such holders being entitled after taking into account the number of shares to participate in accordance with the relative priorities, if any, as shall exist be sold pursuant to clause (i) above) allocated pro rata among them) first; (B) then the Holders of such Investor Registrable SecuritiesStock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the Company number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and other (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register.
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the PRN of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of securities such Registrable Stock on the basis of the Company entitled to participate pursuant to any other agreement between the Company and number of shares of Registrable Stock owned by such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holderparticipate, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further successive pro rata allocations to among the extent holders of Registrable Stock if any such person holder has requested the registration of fewer securities than all of such person shares of Registrable Stock it is entitled to have registered so that the number of register; and
(vii) SEVENTH, other securities requested to be included in such registration will not exceed up to the Underwriter Maximum Amount; and
(d) no after taking into account the securities (issued or unissued) other than those registered and included in the Underwritten Offering shall to be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares sold pursuant to registrations on Form S-4 or Form S-8 or clauses (i), (ii), (iii), (iv), (v) and (vi) above).
7.2 In connection with any successor form or forms) until offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the expiration of 90 days after the effective date Company shall not be required to include any of the Registration Statement Registrable Stock of a holder in which Registrable Securities were included pursuant such offering unless such holder agrees to Section 2.3 or such shorter period as may be acceptable the terms of the underwriting agreed to between the Company and the Holders of a majority of underwriter or underwriters selected by the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx GroupCompany.
Appears in 1 contract
Marketing Restrictions. If 8.1 If:
(a) two or more Holders simultaneously seek to make a Demand Registration pursuant to a registration notice under SECTION 2 of this Agreement, and
(b) the offering proposed to be made by the Holders for whom such registration is to be made is to be an underwritten public offering, and
(c) the managing underwriter or underwriters of such public offering furnish a written opinion that the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of all demanding Holders, of the holders of other Securities having the right to include Common in such registration, to participate in such offering shall be in the following order of priority:
(i) a FIRST, the number of shares of Investor Registrable Stock requested to be included therein up to the Underwriter Maximum allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(ii) SECOND, the number of shares of CTRC Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock to be sold pursuant to (i) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of
(iii) THIRD, the number of shares of Management Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Investor Registrable Stock and CTRC Registrable Stock to be sold pursuant to (i) and (ii) above) allocated pro rata among the Holders of such Management Registrable Stock on the basis of the number of shares of Management Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock it is entitled to register; and
(iv) FOURTH, other securities requested to be included in such registration up to the Underwriter Maximum (after taking into account the Registrable Stock to be sold pursuant to clauses (i) through (iii) above) shall be entitled to participate.
8.2 If:
(a) any Holder of Registrable Securities Stock requests registration of Registrable Securities as contemplated by Section 2.2 or Section 2.3Stock under SECTION 3 of this Agreement, and
(iib) the offering proposed to be made is to be an Underwritten Offeringunderwritten public offering, and and
(iiic) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities Securities to be included in such offering would exceed the Maximum AmountUnderwriter Maximum, then the rights of the Holders Holders, of Registrable Securities and the holders of other securities Securities having the right to include such securities Securities in such registration and of the Company to participate in such Underwritten Offering offering shall be as follows:
(ai) If such Underwritten Offering shall have been proposed by if the offering is not a Demand Registration of Registrable Stock and is the Company's first registered offering of its equity to the public, then participation shall be in the following order of priority:
(aA) FIRST, the Company shall be entitled to participate up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(B) SECOND, the number of shares of Investor Registrable Stock requested to be included therein up to the Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(C) THIRD, the number of shares of CTRC Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of Securities to be sold pursuant to (A) and (B) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock that it is entitled to register; and
(D) FOURTH, the number of shares of Management Registrable Stock and Vector Registrable Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares to be sold pursuant to (A), (B) and (C) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock it is entitled to register; and
(E) FIFTH, all other holders of Securities having the right to include such Securities in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate registration shall be entitled to participate in such Underwritten Offering (pro rata based on the number of shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by each of them;
(ii) in all other events, participation shall be in the following order of priority:
(A) FIRST, (1) if such registration was not initiated by the Company and as a primary registration, then the Person or Persons
(B) SECOND, the number of shares held of Investor Registrable Stock requested to be included therein, up to the remainder of such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clause (A) above) allocated pro rata among the Holders of such Investor Registrable Stock on the basis of the number of shares of Investor Registrable Stock owned by other holders of securities (on an as converted basis) and in accordance with the other relative prioritiessuch Holders, if any, as shall exist among them), in each case with further successive pro rata allocations to among the extent Holders of Investor Registrable Stock if any such person Holder of Investor Registrable Stock has requested the registration of fewer securities than all of such person shares of Investor Registrable Stock it is entitled to have registered so that register;
(C) THIRD, the number of shares of CTRC Registrable Stock requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (A) and (B) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register
(D) FOURTH, the number of shares of Management Registrable Stock and Vector Registrable Stock requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (A) (B) and (C) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration
(E) FIFTH, other securities requested to be included in such registration will not exceed up to the Underwriter Maximum Amount; and
(d) no after taking into account the securities (issued or unissued) other than those registered and included in the Underwritten Offering shall Registrable Stock to be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares sold pursuant to registrations on Form S-4 or Form S-8 or clauses (A), (B), (C) and (D) above).
8.3 In connection with any successor form or forms) until offering involving an underwriting of Registrable Stock pursuant to SECTION 3 of this Agreement, the expiration of 90 days after the effective date Company shall not be required to include any of the Registration Statement Registrable Stock of a Holder in which Registrable Securities were included pursuant such offering unless such Holder agrees to Section 2.3 or such shorter period as may be acceptable the terms of the underwriting agreed to between the Company and the Holders of a majority of underwriter or underwriters selected by the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx GroupCompany.
Appears in 1 contract
Marketing Restrictions. If 8.1 Notwithstanding any other provision of this Agreement, if:
(ia) two or more Holders of Common simultaneously seek to make a Holder Demand Registration pursuant to a registration notice under SECTION 2 of Registrable Securities requests registration of Registrable Securities as contemplated by Section 2.2 this Agreement or Section 2.3under the Prior Agreement, and
(iib) the offering proposed to be made by the Holders of Common for whom such registration is to be made is to be an Underwritten Offeringunderwritten public offering, and and
(iiic) the managing underwriter or underwriters of such public offering are of furnish a written opinion to the opinion Company and PRN that the total amount of securities Securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of the Holders of Registrable Securities and the all holders of other securities Securities having the right to include such securities Common in such such Underwritten Offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by the Companyregistration, (a) the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate offering shall be entitled to participate in such Underwritten Offering the following order of priority:
(pro rata based on i) FIRST, the number of shares of Common Investor Registrable Stock held by (as such term is defined in the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (cPrior Agreement) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed therein up to the Underwriter Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) allocated pro rata among the Holders of such Investor Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based Stock on the number basis of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Investor Registrable Stock held owned by each Holdersuch Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock that it is entitled to register;
(ii) SECOND, the number of shares proposed to be registered by of CTRC Registrable Stock (as such term is defined in the Company and the number of shares held by other holders of securities (on an as converted basisPrior Agreement) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities (issued or unissued) other than those registered and included in the Underwritten Offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 or such shorter period as may be acceptable therein, up to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis Underwriter Maximum (in accordance with after taking into account the number of shares of Common Investor Registrable Stock then held to be sold pursuant to (i) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx such Holders shall be entitled to participate, with further successive pro rata allocations among the designated representative Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the Apollo Groupregistration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register;
(iii) THIRD, Xxxxx Xxxxxxx shall be the designated representative number of shares of Management Registrable Stock (as such term is defined in the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.Prior Agreement) requested to be
Appears in 1 contract
Marketing Restrictions. If (i) a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by Section 2.2 2.1 or Section 2.32.2, (ii) the offering proposed to be made is to be an Underwritten Offeringunderwritten public offering, and (iii) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such Underwritten Offering offering shall be as follows:
(a) : If such Underwritten Offering registration shall have been proposed by the Company, (ai) the Company shall be entitled to participate in such Underwritten Offering registration first; and (bii) then Holders of Registrable Securities who elect and other holders of securities of the Company entitled to participate shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of shares of Common Stock held by the participating Holders each Holder and other holders of Registrable Securities securities (on an as converted basis), ) and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of . If such registration shall have been requested by the Company, if any, entitled to participate Demand Holderof Registrable Securities pursuant to any other agreement between Section 2.1 hereof, (i) the Company and such holders Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; and (ii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with other the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) . If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering registration shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offeringregistration, (Ai) the holders requesting such Underwritten Offering registration shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; and (Bii) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) and no securities (issued or unissued) other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 2.2 or such shorter period as may be acceptable to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.
Appears in 1 contract
Marketing Restrictions. If (i) a any Holder of Registrable Securities requests registration of Registrable Securities as contemplated by under Section 2.2 2.1 or Section 2.32.2, (ii) the offering proposed to be made is to be an Underwritten Offering, underwritten public offering and (iii) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such Underwritten Offering offering shall be as follows:
(a) : If such Underwritten Offering registration shall have been proposed by the Company, (ai) the Company shall be entitled to participate in such Underwritten Offering registration first; and (bii) then Holders of Registrable Securities who elect to participate and other holders of securities of the Company shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of shares of Common Stock held by the participating Holders each Holder and other holders of Registrable Securities securities (on an as converted basis), ) and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders . If such registration shall have been requested by the Demand Holders of securities of the Company, if any, entitled to participate Registrable Securities pursuant to any other agreement between Section 2.1 hereof, (i) the Company and such holders Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with other the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) . If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering registration shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offeringregistration, (Ai) the holders requesting such Underwritten Offering registration shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; and (Bii) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) and no securities (issued or unissued) other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or formsother forms not available for registering capital stock for sale to the public at large) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 2.2 or such shorter period as may be acceptable to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Merit Partners LLC)
Marketing Restrictions. If 9.1 If:
(ia) a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by is to be made pursuant to a registration notice under Section 2.2 2 or Section 2.33 of this Agreement, and
(iib) the offering proposed to be made by the Investor or Investors for whom such registration is to be made is to be an Underwritten Offeringunderwritten public offering, and and
(iiic) in the opinion of the managing underwriters of such public offering are of the opinion that offering, the total amount of securities Securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders Investors, of Registrable Securities and the holders of other securities Securities having the right to include such securities Common in such registration and of the Company to participate in such Underwritten Offering offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by in the Company, (a) following order of priority: First: each Investor and the Company Holder of Series A Preferred shall be entitled to participate in such Underwritten Offering first; (b) then Holders offering to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, or of the aggregate number of shares of Registrable Securities who elect Common that all such Investors and the Holder of Series A Preferred shall have requested to participate be registered, whichever is less, PRO RATA among themselves in accordance with their respective Applicable Percentage (as defined below) of the maximum number of shares of Common requested to be registered by the Investors and Holder of Series A Preferred; and Second: once each Investor and the Holder of Series A Preferred have each received its respective Minimum Proceeds all Holders shall be entitled to participate PRO RATA in such Underwritten Offering (pro rata based on accordance with their respective Applicable Percentage of the maximum number of shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company them or otherwise allocated as they may agree; and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities Securities (issued or unissued) other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 180 days after the effective date of the Registration Statement registration statement filed in which Registrable Securities were included pursuant to Section 2.3 connection with such registration or such shorter period as may earlier time consented to by the managing underwriter.
9.2 If:
(a) any Holder of Registrable Common requests registration of Registrable Common under Section 4 of this Agreement, and
(b) the offering proposed to be acceptable made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering, the total amount of securities to be included in such offering would exceed the maximum amount of Securities which can be marketed without materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include such Securities in such registration and of the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; and then Second: each Investor and the Holder of Series A Preferred shall be entitled to participate in such offering to the extent of such Investor's or Holder's receipt of its respective Minimum Proceeds, PRO RATA among themselves in accordance with their respective Applicable Percentage (as defined below) of the maximum number of shares of Common Stock then held requested to be registered by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative Investors and Holder of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.Series A Preferred; and
Appears in 1 contract
Marketing Restrictions. If 9.1 If:
(ia) a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by is to be made pursuant to a registration notice under Section 2.2 or Section 2.32, and (iib) the offering proposed to be made is to be an Underwritten Offeringunderwritten public offering, and (iiic) in the opinion of the managing underwriters of such public offering are of the opinion that offering, the total amount of securities Securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders of Registrable Securities and the holders of other securities having the right to include such securities participate in such such Underwritten Offering offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by in the Company, (a) following order of priority: First: the Company Holders shall be entitled to participate in such Underwritten Offering first; (b) then Holders offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Securities who elect Common which each such Holder shall have requested to participate be registered until each such Holder has had the opportunity to sell a number of shares of Registrable Common equal to such cost basis divided by the offering price; and then Second: the Holders shall be entitled to participate in such Underwritten Offering (offering pro rata based on among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Third: if such maximum number of shares of Common Stock held by exceeds the participating Holders aggregate number of shares of Registrable Securities (on an as converted basis)Common that all such Investors shall have requested be registered, and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other all holders of securities of other Securities having the Company, if any, entitled right to participate pursuant to any other agreement between the Company and include such holders Securities in such registration shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate pro rata in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company them or otherwise allocated as they may agree; and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities Securities (issued or unissued) other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 180 days after the effective date of the Registration Statement registration statement filed in connection with such registration or such earlier time consented to by the managing underwriter.
9.2 If:
(a) a registration is to be made pursuant to a registration notice under Section 3 or a Holder requests registration under Section 4 of this Agreement, and
(b) the offering proposed to be made is to be an underwritten public offering, and
(c) in the opinion of the managing underwriters of such public offering, the total amount of Securities to be included in such offering would exceed the maximum number of shares of Common which can be marketed without otherwise materially and adversely affecting such offering, then the rights of the Holders, of the holders of other Securities having the right to include Common in such registration and of the Company to participate in such offering shall be in the following order of priority: First: the Company shall be entitled to include such shares of Common as it wishes to include in the offering; provided that the Company shall not be entitled to include Securities in an offering effected pursuant to Section 3 hereof unless and until all Registrable Securities were Common that the Holders desire to include in such offering has been so included pursuant to Section 2.3 or such shorter period as may be acceptable to this Agreement, and provided further that the Company may assign to Persons (other than Holders) holding Common the right to include such Persons' Common in the offering, up to a maximum of 10% of the Common otherwise proposed to be included by the Company under this paragraph First; and then Second: the Holders of a majority of the Registrable Securities who may shall be participating entitled to participate in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% offering pro rata among themselves in accordance with their respective aggregate cost basis of the shares of Registrable Common Stock then owned by which each such Major Shareholder Group in Holder shall have requested to be registered until each such Holder has had the opportunity to sell a transaction or series number of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives shares of the other Major Shareholder Groups a reasonable period of time prior Registrable Common equal to such proposed sale cost basis divided by the offering price; and each of then Third: the other Major Shareholder Groups Holders shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, be entitled to participate in such sale on a offering pro rata basis (among themselves in accordance with the remaining number of shares of Registrable Common which each such Holder shall have requested to be registered; and then Fourth: if such maximum number of shares of Common exceeds the aggregate number of shares of Registrable Common that all such Holders shall have requested be registered, all holders of other Securities having the right to include such Securities in such registration shall be entitled to participate pro rata in accordance with the number of shares of Common Stock then held proposed to be registered by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx them or otherwise allocated as they may agree; and no Securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition by any Holder in a transaction which would require registration under the designated representative Securities Act until the expiration of 180 days after the effective date of the Apollo Groupregistration statement filed in connection with such registration or such earlier time consented to by the managing underwriter.
9.3 In connection with any offering involving an underwriting of Registrable Common pursuant to Section 4 of this Agreement, Xxxxx Xxxxxxx the Company shall not be the designated representative required to include any of the Saratoga Group and Xxxx will be Registrable Common of a Holder in such offering unless such Holder agrees to the designated representative terms of the Xxxx Groupunderwriting agreed to between the Company and the underwriter or underwriters selected by the Company.
Appears in 1 contract
Marketing Restrictions. If 8.1 If:
(ia) There is to be a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by Section 2.2 Common under SECTION 2 or Section 2.3, SECTION 3 of this Agreement; and
(iib) the offering proposed to be made is to be an Underwritten Offering, and underwritten public offering; and
(iiic) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities Securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of Common (as specified in such opinion) which can be marketed at a price reasonably related to the current market value of such Common and without otherwise materially and adversely affecting such offering (the "Underwriter Maximum"), then the rights of (i) the Holders of Registrable Securities and Stockholders, (ii) the Holders, (iii) the holders of other securities Securities having the right to include such securities Securities in such such Underwritten Offering shall be as follows:
registration and (aiv) If such Underwritten Offering shall have been proposed by the Company, (a) of the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate offering shall be entitled to participate in such Underwritten Offering (pro rata based on the number following order of shares of Common Stock held by the participating Holders of Registrable Securities (on an as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;priority:
(bi) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereofFIRST, (1) if such registration was not initiated by the Holders Company as a primary registration, then the Person or Persons requesting such registration pursuant to a Demand Registration of Registrable Securities such Person or Persons shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as that shall exist among them), subject to the limitation that a number of shares of Investor Registrable Stock (as such term is defined in each case the Prior Agreement) equal to 35% of the Underwriter Maximum shall also be entitled to participate therein, with further such shares of Investor Registrable Stock being allocated pro rata allocations to among the extent any Holders of Investor Registrable Stock owned by such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
Holders, and (c2) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by if the Company to request has initiated such Underwritten Offeringregistration as a primary registration, (A) then the holders requesting such Underwritten Offering Company shall be entitled to participate in up to the full number of shares of stock which the Company deems necessary or advisable to fulfill its strategic capital requirements;
(ii) SECOND, the number of shares of Investor Registrable Stock requested to be included therein, up to the remainder of such registration Underwriter Maximum (with such holders being entitled after taking into account the number of shares to participate in accordance with the relative priorities, if any, as shall exist be sold pursuant to clause (i) above) allocated pro rata among them) first; (B) then the Holders of such Investor Registrable SecuritiesStock on the basis of the number of shares of Investor Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Investor Registrable Stock if any such Holder of Investor Registrable Stock has requested the registration of fewer than all of such shares of Investor Registrable Stock it is entitled to register;
(iii) THIRD, the Company number of shares of CTRC Registrable Stock ( as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares to be sold pursuant to clauses (i) and other (ii) above) allocated pro rata among the Holders of such CTRC Registrable Stock on the basis of the number of shares of CTRC Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of CTRC Registrable Stock if any such Holder of CTRC Registrable Stock has requested the registration of fewer than all of such shares of CTRC Registrable Stock it is entitled to register
(iv) FOURTH, the number of shares of Management Registrable Stock (as defined in the Prior Agreement) and Vector Registrable Stock (as such term is defined in the Prior Agreement) requested to be included therein, up to such Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii) and (iii) above) allocated pro rata among the Holders of such Management Registrable Stock and Vector Registrable Stock on the basis of the number of shares of Management Registrable Stock and Vector Registrable Stock owned by such Holders, with further successive pro rata allocations among the Holders of Management Registrable Stock and Vector Registrable Stock if any such Holder has requested the registration of fewer than all of such shares of Management Registrable Stock or Vector Registrable Stock he is entitled to register;
(v) FIFTH, the number of shares of PRN Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii) and (iv) above) allocated pro rata among the Holders of such PRN Stock on the basis of the number of shares of PRN Stock owned by such Holders shall be entitled to participate, with further successive pro rata allocations among the Holders of PRN Stock if any such Holder has requested the registration of fewer than all of such shares of PRN Stock it is entitled to register;
(vi) SIXTH, the number of shares of Lilly Stock requested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares of securities to be sold pursuant to clauses (i), (ii), (iii), (iv) and (v) above allocated pro rata among the holders of securities such Lilly Stock on the basis of the Company entitled to participate pursuant to any other agreement between the Company and number of shares of Lilly Stock owned by such holders shall be entitled to participate in such registration (participate, with further successive pro rata based on allocations among the holders of Lilly Stock if any such holder has requested the registration of fewer than all of such shares of Lilly it is entitled to register; and
(vii) SEVENTH, the number of shares of Common Registrable Stock held by each Holderrequested to be included therein, up to the Underwriter Maximum (after taking into account the number of shares proposed of securities to be registered by sold pursuant to clauses (i), (ii), (iii), (iv), (v) and (vi) above) allocated pro rata among the Company and holders of such Registrable Stock on the basis of the number of shares held of Registrable Stock owned by other such holders of securities (on an as converted basis) and in accordance with the other relative prioritiesshall be entitled to participate, if any, as shall exist among them), in each case with further successive pro rata allocations to among the extent holders of Registrable Stock if any such person holder has requested the registration of fewer securities than all of such person shares of Registrable Stock it is entitled to have registered so that the number of register;
(viii) EIGHTH, other securities requested to be included in such registration will not exceed up to the Underwriter Maximum Amount; and
(d) no after taking into account the securities (issued or unissued) other than those registered and included in the Underwritten Offering shall to be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares sold pursuant to registrations on Form S-4 or Form S-8 or clauses (i), (ii), (iii), (iv), (v), (vi) and (vii) above).
8.2 In connection with any successor form or forms) until offering involving an underwriting of Registrable Stock pursuant to SECTION 2 of this Agreement, the expiration of 90 days after the effective date Company shall not be required to include any of the Registration Statement Registrable Stock of a holder in which Registrable Securities were included pursuant such offering unless such holder agrees to Section 2.3 or such shorter period as may be acceptable the terms of the underwriting agreed to between the Company and the Holders of a majority of underwriter or underwriters selected by the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx GroupCompany.
Appears in 1 contract
Marketing Restrictions. If (a) If:
(i) a Holder of Registrable Securities any Shareholder requests registration of Registrable Securities as contemplated by any of the Stock Consideration under Section 2.2 or Section 2.33(a) of this Agreement, and
(ii) the offering proposed to be made is to be an Underwritten Offeringunderwritten public offering, and and
(iii) the managing underwriter or underwriters of such public offering are of the furnish a written opinion that the total amount of securities to be included in such offering would exceed the Maximum Amountmaximum number of shares of the securities (as specified in a written opinion of the managing underwriter or underwriters of such public offering furnished to LifeQuest) which can be marketed at a price reasonably related to the current market value of such securities and without otherwise materially and adversely affecting such offering (the "Underwriter ----------- Maximum"), then the rights of the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such such Underwritten Offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by the CompanySelling Shareholders, (a1) the Company if such registration was not ------- initiated by LifeQuest as a primary registration, shall be entitled to participate in such Underwritten Offering first; (b) then Holders relative proportions as all holders of Registrable Securities who elect to participate shares participating in such offering may agree or, in the absence of such agreement, each Selling Shareholder shall be entitled to participate in such Underwritten Offering (pro rata based on the number of shares of Common Stock held by the participating Holders of Registrable Securities (on an same proportion as converted basis), and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered offered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations such Selling Shareholder bears to the extent any Underwriter Maximum, and (2) if LifeQuest has initiated such person has requested registration of fewer securities than such person is registration
as a primary registration, then LifeQuest shall be entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities (issued or unissued) other than those registered and included in the Underwritten Offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 or such shorter period as may be acceptable participate up to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the full number of shares of Common Stock then held by each Major stock which LifeQuest deems necessary or advisable to fulfill its strategic capital requirements, with further successive pro rata allocations among the Selling Shareholders if any such Selling Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be has requested the designated representative registration of fewer than all of such shares of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative Stock Consideration he is entitled to register.
(b) In connection with any offering involving an underwriting of any of the Saratoga Group and Xxxx will Stock Consideration pursuant to Section 3(b) of this Agreement, LifeQuest shall not be the designated representative required to include any of the Xxxx GroupStock Consideration of a Selling Shareholder in such offering unless such Selling Shareholder agrees to the terms of the underwriting agreed to between LifeQuest and the underwriter or underwriters selected by LifeQuest.
Appears in 1 contract
Samples: Registration Rights Agreement (Dexterity Surgical Inc)
Marketing Restrictions. If (i) 10.1 If:
10.1.1 a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by is to be made pursuant to a registration notice under Section 2.2 3 or Section 2.3, (ii) 4 of this Agreement;
10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an Underwritten Offering, and (iii) underwritten public offering; and
10.1.3 the managing underwriters of such public offering are of the opinion determine that the total amount of securities Common Stock to be included in such offering would exceed the Maximum Amount, then the rights of the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such such Underwritten Offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by the Company, (a) the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate shall be entitled to participate in such Underwritten Offering (pro rata based on the maximum number of shares of Common Stock held by (as specified in a written opinion to the participating Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the number of shares of Registrable Securities (shall be reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on an as converted a pro rata basis), second by excluding the Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities third by excluding the Series C Registrable Securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further Holders requesting registration on a pro rata allocations to the extent any basis, provided, however, that such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities shares of Registrable Securities shall not be reduced if any shares are to be included in such registration will not exceed underwriting for the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities account of the Company entitled to participate pursuant to or any person other agreement between than the Company Holders, and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities (issued or unissued) Registrable Securities other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 one hundred and eighty (180) days after the effective date of the Registration Statement registration statement filed in which connection with such registration or such earlier time consented to by the managing underwriters.
10.2 If:
10.2.1 any Holder requests registration of Registrable Securities were included pursuant under Section 5 of this Agreement;
10.2.2 the offering proposed to Section 2.3 or be made is to be an underwritten public offering; and
10.2.3 the managing underwriters of such shorter period as may be acceptable to public offering determine that the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares total amount of Common Stock then owned by to be included in such Major Shareholder Group offering would exceed the maximum amount of Common Stock (as specified in a transaction or series written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of related transactions not involving an Underwritten Offeringsuch Common Stock and without materially and adversely affecting such offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Registrable Securities shall be reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata basis, second by excluding the Series B Registrable Securities and Series B-1 Registrable Securities of the Holders requesting registration on a pro rata basis, and third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or the Holders; and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriters.
10.3 In connection with any offering involving an underwriting of Common Stock then held by each Major Shareholder Group). For these purposespursuant to Section 5 of this Agreement, Xxxxxx Xxxxxx the Company shall not be the designated representative required to include any of the Apollo Group, Xxxxx Xxxxxxx shall be Registrable Securities of a Holder in such offering unless such Holder agrees to the designated representative terms of the Saratoga Group underwriting agreed to between the Company and Xxxx will be the designated representative underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the Xxxx Groupoutstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.
Appears in 1 contract
Samples: Registration Rights Agreement (Argos Therapeutics Inc)
Marketing Restrictions. If (i) 10.1 If:
10.1.1 a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by is to be made pursuant to a registration notice under Section 2.2 3 or Section 2.3, (ii) 4 of this Agreement;
10.1.2 the offering proposed to be made by the Holder or Holders for whom such registration is to be made is to be an Underwritten Offering, and (iii) underwritten public offering; and
10.1.3 the managing underwriters of such public offering are of the opinion determine that the total amount of securities Common Stock to be included in such offering would exceed the Maximum Amount, then the rights of the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such such Underwritten Offering shall be as follows:
(a) If such Underwritten Offering shall have been proposed by the Company, (a) the Company shall be entitled to participate in such Underwritten Offering first; (b) then Holders of Registrable Securities who elect to participate shall be entitled to participate in such Underwritten Offering (pro rata based on the maximum number of shares of Common Stock held by (as specified in a written opinion to the participating Holders requesting registration) which can be marketed at a price reasonably related to the current market value of such Common Stock and without otherwise materially and adversely affecting such offering, then the number of shares of Registrable Securities (shall be reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on an as converted a pro rata basis), second by excluding the Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and in accordance with other relative priorities, if any, as shall exist among them); and (c) then other holders of securities fifth by excluding the Series E Registrable Securities of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders shall be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with other relative priorities, if any, as shall exist among them), in each case with further Holders requesting registration on a pro rata allocations to the extent any basis; provided, however, that such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities shares of Registrable Securities shall not be reduced if any shares are to be included in such registration will not exceed underwriting for the Maximum Amount;
(b) If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offering, (A) the holders requesting such Underwritten Offering shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them) first; (B) then the Holders of Registrable Securities, the Company and other holders of securities account of the Company entitled to participate pursuant to or any person other agreement between than the Company Holders, and such holders shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) no securities (issued or unissued) Registrable Securities other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 one hundred and eighty (180) days after the effective date of the Registration Statement registration statement filed in which connection with such registration or such earlier time consented to by the managing underwriters.
10.2 If:
10.2.1 any Holder requests registration of Registrable Securities were included pursuant under Section 5 of this Agreement;
10.2.2 the offering proposed to Section 2.3 or be made is to be an underwritten public offering; and
10.2.3 the managing underwriters of such shorter period as may be acceptable to public offering determine that the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares total amount of Common Stock then owned by to be included in such Major Shareholder Group offering would exceed the maximum amount of Common Stock (as specified in a transaction or series written opinion to the Holders requesting registration) which can be marketed at a price reasonably related to the then current market value of related transactions not involving an Underwritten Offeringsuch Common Stock and without materially and adversely affecting such offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Registrable Securities shall be reduced first by excluding the Series A Registrable Securities of the Holders requesting registration on a pro rata basis, second by excluding the Series B Registrable Securities of the Holders requesting registration on a pro rata basis, third by excluding the Series C Registrable Securities of the Holders requesting registration on a pro rata basis, fourth by excluding the Series D Registrable Securities of the Holders requesting registration on a pro rata basis, and fifth by excluding the Series E Registrable Securities of the Holders requesting registration on a pro rata basis; provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or the Holders; and no Registrable Securities other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act until the expiration of one hundred and eighty (180) days after the effective date of the registration statement filed in connection with such registration or such earlier time consented to by the managing underwriters.
10.3 In connection with any offering involving an underwriting of Common Stock then held by each Major Shareholder Group). For these purposespursuant to Section 5 of this Agreement, Xxxxxx Xxxxxx the Company shall not be the designated representative required to include any of the Apollo Group, Xxxxx Xxxxxxx shall be Registrable Securities of a Holder in such offering unless such Holder agrees to the designated representative terms of the Saratoga Group underwriting agreed to between the Company and Xxxx will be the designated representative underwriter or underwriters selected by the Company, provided that all other persons who are holders of 5% or more of the Xxxx Groupoutstanding shares of stock of the Company and that are selling shares in such offering also agree to the terms of such underwriting.
Appears in 1 contract
Samples: Registration Rights Agreement (Argos Therapeutics Inc)
Marketing Restrictions. If (i) a any Holder of Registrable Securities requests registration of Registrable Securities as contemplated by under Section 2.2 2.1 or Section 2.32.2, (ii) the offering proposed to be made is to be an Underwritten Offering, underwritten public ______________________________________ Footnote continued from previous page. 319 ______________________________________ offering and (iii) the managing underwriters of such public offering are of the furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the then current market value of such securities and without materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holders of other securities having the right to include such securities in such registration to participate in such Underwritten Offering offering shall be as follows:
(a) : If such Underwritten Offering registration shall have been proposed by the Company, (ai) the Company shall be entitled to participate in such Underwritten Offering registration first; (bii) then Holders of Registrable Securities who elect to participate under this Agreement shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of Registrable Securities or shares of Common Stock Stock, respectively, held by each) and (iii) other security holders of the participating Holders Company shall be entitled to participate in such registration (pro rata based on the number of Registrable Securities (on an as converted basis), securities held by each security holder and in accordance with other the relative priorities, if any, as shall exist among them); and (c) then other holders . If such registration shall have been requested by the Demand Holders of securities of the Company, if any, entitled to participate Registrable Securities pursuant to any other agreement between Section 2.1 hereof, (i) the Company and such holders Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering registration (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with other the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount;
(b) . If such Underwritten Offering shall have been requested by the Demand Holders pursuant to Section 2.2 hereof, (1) the Holders of Registrable Securities shall be entitled to participate in such Underwritten Offering (pro rata based on the number of Registrable Securities (on an as converted basis) held by each) first; (2) then the Company will be entitled to participate in such Underwritten Offering and (3) then the other security holders of the Company, if any, entitled to participate pursuant to any other agreement between the Company and such holders will be entitled to participate in such Underwritten Offering (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested to include in such Underwritten Offering fewer securities than such person is entitled to have included in such Underwritten Offering so that the number of securities to be included in such Underwritten Offering will not exceed the Maximum Amount;
(c) If such Underwritten Offering registration shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such Underwritten Offeringregistration, (Ai) the holders requesting such Underwritten Offering registration shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative ______________________________________ Footnote continued from previous page. ______________________________________ priorities, if any, as shall exist among them) first); (Bii) then the Holders of Registrable SecuritiesSecurities shall be entitled to participate in accordance with the number of shares held by them (pro rata based on the number of Registrable Securities or shares of Common Stock, respectively, held by each); and (iii) then the Company and other security holders of securities of the Company entitled to participate pursuant to any other agreement between the Company and such holders shall will be entitled to participate in such registration (pro rata based on with the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of such securities (on an as converted basis) and being entitled to participate in accordance with the other relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount; and
(d) and no securities (issued or unissued) other than those registered and included in the Underwritten Offering underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or formsother forms not available for registering capital stock for sale to the public at large) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.3 2.2 or such shorter period as may be acceptable to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering. In the event that any Major Shareholder Group proposes to sell, pursuant to a then-effective Demand Registration Statement, more than 30% of the shares of Common Stock then owned by such Major Shareholder Group in a transaction or series of related transactions not involving an Underwritten Offering, then such Major Shareholder Group shall notify the designated representatives of the other Major Shareholder Groups a reasonable period of time prior to such proposed sale and each of the other Major Shareholder Groups shall have the right, exercisable upon prompt notice to the designated representative of the Major Shareholder Group proposing the sale, to participate in such sale on a pro rata basis (in accordance with the number of shares of Common Stock then held by each Major Shareholder Group). For these purposes, Xxxxxx Xxxxxx shall be the designated representative of the Apollo Group, Xxxxx Xxxxxxx shall be the designated representative of the Saratoga Group and Xxxx will be the designated representative of the Xxxx Group.
Appears in 1 contract
