Common use of No-Cutbacks Clause in Contracts

No-Cutbacks. Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, with respect to any Requesting Holder, all Registrable Securities of such Requesting Holder requested to be included in a registration pursuant to Section 1.02(a)(i) shall be included in such registration (regardless of whether the underwriters agree that inclusion of all such securities would have a significant negative effect on the price at which such securities can be sold in such offering); provided, however, that in the case of a Follow-on Offering or a Universal Triggered Offering requested by Holdco, this paragraph (g) shall apply only to the amount of Registrable Securities necessary to cause a Satisfaction Event for the Participating Partners.

Appears in 3 contracts

Samples: Registration Rights Agreement (DreamWorks Animation SKG, Inc.), Registration Rights Agreement (DreamWorks Animation SKG, Inc.), Registration Rights Agreement (DreamWorks Animation SKG, Inc.)

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No-Cutbacks. Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, with respect to any Requesting Holder, all Registrable Securities of such Requesting Holder requested to be included in a registration pursuant to Section 1.02(a)(i) shall be included in such registration (regardless of whether the underwriters agree that inclusion of all such securities would have a significant negative effect on the price at which such securities can be sold in such offering); provided, however, that in the case of a Follow-on Offering or a Universal Triggered Offering requested by Holdco, this paragraph (g) shall apply only to the amount of Registrable Securities necessary to cause a Satisfaction Event for (as defined in the Participating PartnersHoldco Partnership Agreement).

Appears in 1 contract

Samples: Registration Rights Agreement (DreamWorks Animation SKG, Inc.)

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