Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

Notifications Regarding Demanded Underwritten Takedowns. (i) The Company will keep the Carlyle Stockholders 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 two trading days before the filing of a prospectus supplement). Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders be notified by the Company of an anticipated underwritten takedown (whether pursuant to a demand made by other Carlyle Stockholders or made at the 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: Principal Stockholders Agreement (Ortho Clinical Diagnostics Holdings PLC)

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Notifications Regarding Demanded Underwritten Takedowns. (ia) The Company will keep the Carlyle Stockholders Equityholders that have piggyback rights in respect of an underwritten shelf takedown 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 two trading days before the filing of a prospectus supplement)rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders Equityholders be notified by the Company of an anticipated underwritten takedown (whether pursuant to a demand made by other Carlyle Stockholders Equityholders or made at the 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 (SeaWorld Entertainment, Inc.)

Notifications Regarding Demanded Underwritten Takedowns. (ia) The Company will keep the Carlyle Stockholders Investors 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 two trading days before the filing of a prospectus supplement)rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that, upon receipt of a request that an underwritten takedown occur, the Carlyle Stockholders Investors be notified by the Company of an anticipated underwritten takedown (whether pursuant to a demand made by other Carlyle Stockholders a Requesting Holder or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (iA) 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 (iiB) 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 (Bumble Inc.)

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Notifications Regarding Demanded Underwritten Takedowns. (ia) The Company will keep the Carlyle Stockholders Shareholders 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 two trading days before the filing of a prospectus supplement)rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders Shareholders be notified by the Company of an anticipated underwritten takedown (whether pursuant to a demand made by other Carlyle Stockholders a Shareholder or made at the 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. The Company shall not be required to effect more than one underwritten shelf takedown during any 180 day period.

Appears in 1 contract

Samples: Form of Registration Rights Agreement (Liberty TripAdvisor Holdings, Inc.)

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