Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

Notifications Regarding Demanded Underwritten Takedowns. (A) Parent will keep the Management Stockholders and Parties reasonably apprised of pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights (and in any event, at least five (5) days before the filing of a prospectus supplement). Without limiting Parent’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Management Stockholders and Parties be notified by Parent of an anticipated underwritten takedown (whether pursuant to the exercise of demand rights by a Demand Holder or made at Parent’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

Samples: Stockholders Agreement (Life Time Group Holdings, Inc.), Stockholders Agreement (Life Time Group Holdings, Inc.)

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Notifications Regarding Demanded Underwritten Takedowns. (Ai) Parent The Company will use its best efforts to keep the Management Stockholders and Parties reasonably apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights (and in any event, at least five (5) days before the a filing of a prospectus supplement). Without limiting Parentthe Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Management Stockholders and Parties be notified by Parent the Company of an anticipated underwritten takedown (whether pursuant to a demand made by the exercise of demand rights by a Demand Holder LGP Stockholders or made at Parentthe Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

Samples: Stockholders Agreement (Mister Car Wash, Inc.), Stockholders Agreement (Mister Car Wash, Inc.)

Notifications Regarding Demanded Underwritten Takedowns. (Ai) Parent The Company will use its best efforts to keep the Management Stockholders and Parties reasonably apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights (and in any event, at least five (5) days before the a filing of a prospectus supplement). Without limiting Parentthe Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Management Stockholders and Parties be notified by Parent the Company of an anticipated underwritten takedown (whether pursuant to a demand made by the exercise of demand rights by a Demand Holder Xxxxxxx Stockholders or made at Parentthe Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

Samples: Registration Rights Agreement (Steinway Musical Instruments Holdings, Inc.)

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Notifications Regarding Demanded Underwritten Takedowns. (Ai) Parent The Company will keep the Management Sponsor Stockholders and Parties reasonably contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights (and in any event, at least five (5) two trading days before the filing of a prospectus supplement). Without limiting Parentthe Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Management Sponsor Stockholders and Parties be notified by Parent the Company of an anticipated underwritten takedown (whether pursuant to a demand made by the exercise of demand rights by a Demand Holder ORCP Stockholders or made at Parentthe Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the second trading day prior to (1) if applicable, the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, finalized and (ii2) in all cases, the second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

Samples: Stockholders Agreement (Primo Water Corp /CN/)

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