Common use of Offering Requirements Clause in Contracts

Offering Requirements. (a) If, pursuant to Section 4.1, the Initiating Sponsors intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their registration request made pursuant to Section 4.1 (or, alternatively, in the case of a Shelf Registration Statement takedown, a written request to the Company). In the event of an underwritten offering pursuant to this Section 4.3(a), (A) the Initiating Sponsors shall provide such request in writing to the Company at least ten Business Days’ prior to the expected date of the proposed offering and (B) the Company shall use commercially reasonable efforts to cooperate with such Sponsors and the potential underwriters to effect such underwritten offering as soon as reasonably practicable thereafter. Within two Business Days after the receipt of the request from the Initiating Sponsors, the Company shall give written notice of the proposed underwritten offering under this Section 4.3(a) to each Sponsor, Syndicatee, Management LP and Bohai (or, in the case of a Shelf Registration Statement takedown, to each Sponsor, Syndicatee, Management LP and Bohai whose Registrable Securities are included in the applicable Shelf Registration Statement), which notice may be the Demand Notice in the case of a request under Section 4.1(a) or 4.1(b), and shall specify the type of offering, the number and type of Registrable Securities proposed to be offered and the proposed managing underwriter(s). Subject to the provisions of this Section 4.3, each Sponsor, Syndicatee, Management LP and Bohai that requests in writing within five Business Days after the receipt of the Company’s written notice described in the preceding sentence that all or a portion of its Registrable Securities be included in the proposed underwritten offering shall be permitted to include such Registrable Securities in such underwritten offering. Sponsors holding a majority of the Registrable Securities to be included in such underwritten offering shall identify the potential underwriters(s) for such underwritten offer, which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Company’s approval, not to be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision of this Section 4.3, if the managing underwriter advises the Company, the Sponsors, the Syndicatees, the Management LPs and Bohai participating in such offering in writing that marketing factors require a limitation on the number of Shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among such Sponsors, Syndicatees, Management LPs and Bohai, including the Initiating Sponsors, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Sponsor, Syndicatee, Management LP and Bohai or in such other proportion as shall mutually be agreed to by all such selling Sponsors; PROVIDED THAT the number of Registrable Securities held by the Sponsors, the Syndicatees, the Management LPs and Bohai to be included in such underwriting shall not be reduced unless all other Securities are first entirely excluded from the underwriting. (b) If the total number of Securities, including Registrable Securities, requested by shareholders to be included in an underwritten offering pursuant to Section 4.2 exceeds the number of Securities to be sold (other than by the Company) that the underwriters advise the Company in writing (a copy of which shall be provided to the selling Sponsors, Syndicatees, Management LPs and Bohai) can be sold without having a material adverse effect on such offering including the price at which such Shares can be sold, then the Company shall be required to include in the offering only that number of such Securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not materially impact the price. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Sponsors, Syndicatees, Management LPs and Bohai in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Sponsor, Syndicatee, Management LP and Bohai or in such other proportions as shall mutually be agreed to by all such selling Sponsors, Syndicatees, Management LPs and Bohai. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other Securities (other than the Securities to be sold by the Company) are first entirely excluded from the offering. (c) For the purposes of the provisions of this Section 4.3 concerning apportionment, for any selling Sponsor that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Sponsor, Syndicatee or Management LP, as applicable, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Sponsor”, and any pro rata reduction with respect to such “selling Sponsor” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Sponsor”, as defined in this sentence. (d) All Sponsors, Syndicatees, Management LPs and Bohai proposing to distribute their Securities through an underwritten offering pursuant to this Article 4 shall (together with the Company as provided in Section 4.4(e)) enter into an underwriting agreement with the underwriter(s) selected for such offering, with such agreement to contain such representations and warranties by the Company and the selling shareholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions. (e) If the Initiating Sponsors desire to effect an offering pursuant to a Shelf Registration Statement that does not constitute an underwritten offering (a Non-Underwritten Shelf Takedown), the Initiating Sponsors shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Underwritten Shelf Takedown, which request shall include (i) the total number and type of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Takedown, (ii) the expected plan of distribution of such Non-Underwritten Shelf Takedown and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Takedown. To the extent necessary to effect such Non-Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts to (x) file and effect an amendment or supplement to the applicable Shelf Registration Statement for such purpose as soon as reasonably practicable and (y) enter into and perform its obligations under documents or certificates customary in similar offerings, including, without limitation, placement agent agreements with the applicable brokers. Upon the receipt of such request, the Company shall promptly give written notice of the Non-Underwritten Shelf Takedown to the other Sponsors, Syndicatees, Management LPs and Bohai whose Registrable Securities are included in the Shelf Registration Statement and each such Sponsor, Syndicatee, Management LP and Bohai that requests in writing that all or a portion of its Registrable Securities be included in the Non-Underwritten Shelf Takedown shall be permitted to include such Registrable Securities in the Non-Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company shall not be required to file an amendment or supplement to its registration statement within 30 days of a previous amendment or supplement with respect to a Non-Underwritten Shelf Takedown.

Offering Requirements. (a) If, pursuant to Section 4.1, the Initiating Sponsors intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their registration request made pursuant to Section 4.1 (or, alternatively, in the case of a Shelf Registration Statement takedown, a written request to the Company). In the event of an underwritten offering pursuant to this Section 4.3(a), (A) the Initiating Sponsors shall provide such request in writing to the Company at least ten Business Days’ prior to the expected date of the proposed offering and (B) the Company shall use commercially reasonable efforts to cooperate with such the Sponsors and the potential underwriters to effect such underwritten offering as soon as reasonably practicable thereafter. Within two Business Days after the receipt of the request from the Initiating Sponsors, the Company shall give written notice of the proposed underwritten offering under this Section 4.3(a) to each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai (or, in the case of a Shelf Registration Statement takedown, to each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai whose Registrable Securities are included in the applicable Shelf Registration Statement), which notice may be the Demand Notice in the case of a request under Section 4.1(a) or 4.1(b), and shall specify the type of offering, the number and type of Registrable Securities proposed to be offered and the proposed managing underwriter(s). Subject to the provisions of this Section 4.3, each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai that requests in writing within five Business Days after the receipt of the Company’s written notice described in the preceding sentence that all or a portion of its Registrable Securities be included in the proposed underwritten offering shall be permitted to include such Registrable Securities in such underwritten offering. Sponsors holding a majority of the Registrable Securities to be included in such underwritten offering shall identify the potential underwriters(s) for such underwritten offer, which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Company’s approval, not to be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision of this Section 4.3, if the managing underwriter advises the Company, the Sponsors, the Syndicatees, the Management LPs and Bohai participating in such offering in writing that marketing factors require a limitation on the number of Shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among such Sponsors, Syndicatees, Management LPs and Bohai, including the Initiating Sponsors, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Sponsor, Syndicatee, Management LP and Bohai or in such other proportion as shall mutually be agreed to by all such selling Sponsors; PROVIDED THAT the number of Registrable Securities held by the Sponsors, the Syndicatees, the Management LPs and Bohai to be included in such underwriting shall not be reduced unless all other Securities are first entirely excluded from the underwriting. (b) If the total number of Securities, including Registrable Securities, requested by shareholders to be included in an underwritten offering pursuant to Section 4.2 exceeds the number of Securities to be sold (other than by the Company) that the underwriters advise the Company in writing (a copy of which shall be provided to the selling Sponsors, Syndicatees, Management LPs and Bohai) can be sold without having a material adverse effect on such offering including the price at which such Shares can be sold, then the Company shall be required to include in the offering only that number of such Securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not materially impact the price. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Sponsors, Syndicatees, Management LPs and Bohai in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Sponsor, Syndicatee, Management LP and Bohai or in such other proportions as shall mutually be agreed to by all such selling Sponsors, Syndicatees, Management LPs and Bohai. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other Securities (other than the Securities to be sold by the Company) are first entirely excluded from the offering. (c) For the purposes of the provisions of this Section 4.3 concerning apportionment, for any selling Sponsor that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Sponsor, Syndicatee or Management LP, as applicable, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Sponsor”, and any pro rata reduction with respect to such “selling Sponsor” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Sponsor”, as defined in this sentence. (d) All Sponsors, Syndicatees, Management LPs and Bohai proposing to distribute their Securities through an underwritten offering pursuant to this Article 4 shall (together with the Company as provided in Section 4.4(e)) enter into an underwriting agreement with the underwriter(s) selected for such offering, with such agreement to contain such representations and warranties by the Company and the selling shareholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions. (e) If the Initiating Sponsors desire to effect an offering pursuant to a Shelf Registration Statement that does not constitute an underwritten offering (a Non-Underwritten Shelf Takedown), the Initiating Sponsors shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Underwritten Shelf Takedown, which request shall include (i) the total number and type of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Takedown, (ii) the expected plan of distribution of such Non-Underwritten Shelf Takedown and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Takedown. To the extent necessary to effect such Non-Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts to (x) file and effect an amendment or supplement to the applicable Shelf Registration Statement for such purpose as soon as reasonably practicable and (y) enter into and perform its obligations under documents or certificates customary in similar offerings, including, without limitation, placement agent agreements with the applicable brokers. Upon the receipt of such request, the Company shall promptly give written notice of the Non-Underwritten Shelf Takedown to the other Sponsors, Syndicatees, Management LPs and Bohai whose Registrable Securities are included in the Shelf Registration Statement and each such Sponsor, Syndicatee, Management LP and Bohai that requests in writing that all or a portion of its Registrable Securities be included in the Non-Underwritten Shelf Takedown shall be permitted to include such Registrable Securities in the Non-Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company shall not be required to file an amendment or supplement to its registration statement within 30 days of a previous amendment or supplement with respect to a Non-Underwritten Shelf Takedown.this

Offering Requirements. (a) If, pursuant to Section 4.1, the Initiating Sponsors intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so advise the Company as a part of their registration request made pursuant to Section 4.1 (or, alternatively, in the case of a Shelf Registration Statement takedown, a written request to the Company). In the event of an underwritten offering pursuant to this Section 4.3(a), (A) the Initiating Sponsors shall provide such request in writing to the Company at least ten Business Days’ prior to the expected date of the proposed offering and (B) the Company shall use commercially reasonable efforts to cooperate with such the Sponsors and the potential underwriters to effect such underwritten offering as soon as reasonably practicable thereafter. Within two Business Days after the receipt of the request from the Initiating Sponsors, the Company shall give written notice of the proposed underwritten offering under this Section 4.3(a) to each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai (or, in the case of a Shelf Registration Statement takedown, to each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai whose Registrable Securities are included in the applicable Shelf Registration Statement), which notice may be the Demand Notice in the case of a request under Section 4.1(a) or 4.1(b), and shall specify the type of offering, the number and type of Registrable Securities proposed to be offered and the proposed managing underwriter(s). Subject to the provisions of this Section 4.3, each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai that requests in writing within five Business Days after the receipt of the Company’s written notice described in the preceding sentence that all or a portion of its Registrable Securities be included in the proposed underwritten offering shall be permitted to include such Registrable Securities in such underwritten offering. Sponsors holding a majority of the Registrable Securities to be included in such underwritten offering shall identify the potential underwriters(s) for such underwritten offer, which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Company’s approval, not to be unreasonably withheld, delayed or conditioned. Notwithstanding any other provision of this Section 4.3, if the managing underwriter advises the Company, the Sponsors, the Syndicatees, Syndicatees and the Management LPs and Bohai participating in such offering in writing that marketing factors require a limitation on the number of Shares to be underwritten, then the number of Registrable Securities that may be included in the underwriting shall be allocated among such Sponsors, Syndicatees, Syndicatees and Management LPs and BohaiLPs, including the Initiating Sponsors, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Sponsor, Syndicatee, Syndicatee and Management LP and Bohai or in such other proportion as shall mutually be agreed to by all such selling Sponsors; PROVIDED THAT the number of Registrable Securities held by the Sponsors, the Syndicatees, Syndicatees and the Management LPs and Bohai to be included in such underwriting shall not be reduced unless all other Securities are first entirely excluded from the underwriting. (b) If the total number of Securities, including Registrable Securities, requested by shareholders to be included in an underwritten offering pursuant to Section 4.2 exceeds the number of Securities to be sold (other than by the Company) that the underwriters advise the Company in writing (a copy of which shall be provided to the selling Sponsors, Syndicatees, Syndicatees and Management LPs and BohaiLPs) can be sold without having a material adverse effect on such offering including the price at which such Shares can be sold, then the Company shall be required to include in the offering only that number of such Securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not materially impact the price. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Sponsors, Syndicatees, Syndicatees and Management LPs and Bohai in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Sponsor, Syndicatee, Syndicatee and Management LP and Bohai or in such other proportions as shall mutually be agreed to by all such selling Sponsors, Syndicatees, Syndicatees and Management LPs and BohaiLPs. Notwithstanding the foregoing, in no event shall the number of Registrable Securities included in the offering be reduced unless all other Securities (other than the Securities to be sold by the Company) are first entirely excluded from the offering. (c) For the purposes of the provisions of this Section 4.3 concerning apportionment, for any selling Sponsor that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, shareholders, and Affiliates of such Sponsor, Syndicatee or Management LP, as applicable, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Sponsor”, and any pro rata reduction with respect to such “selling Sponsor” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Sponsor”, as defined in this sentence. (d) All Sponsors, Syndicatees, Syndicatees and Management LPs and Bohai proposing to distribute their Securities through an underwritten offering pursuant to this Article 4 shall (together with the Company as provided in Section 4.4(e)) enter into an underwriting agreement with the underwriter(s) selected for such offering, with such agreement to contain such representations and warranties by the Company and the selling shareholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions. (e) If the Initiating Sponsors desire to effect an offering pursuant to a Shelf Registration Statement that does not constitute an underwritten offering (a Non-Underwritten Shelf Takedown), the Initiating Sponsors shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Underwritten Shelf Takedown, which request shall include (i) the total number and type of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Takedown, (ii) the expected plan of distribution of such Non-Underwritten Shelf Takedown and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Takedown. To the extent necessary to effect such Non-Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts to (x) file and effect an amendment or supplement to the applicable Shelf Registration Statement for such purpose as soon as reasonably practicable and (y) enter into and perform its obligations under documents or certificates customary in similar offerings, including, without limitation, placement agent agreements with the applicable brokers. Upon the receipt of such request, the Company shall promptly give written notice of the Non-Underwritten Shelf Takedown to the other Sponsors, Syndicatees, Syndicatees and Management LPs and Bohai whose Registrable Securities are included in the Shelf Registration Statement and each such Sponsor, Syndicatee, Syndicatee and Management LP and Bohai that requests in writing that all or a portion of its Registrable Securities be included in the Non-Underwritten Shelf Takedown shall be permitted to include such Registrable Securities in the Non-Underwritten Shelf Takedown. Notwithstanding the foregoing, the Company shall not be required to file an amendment or supplement to its registration statement within 30 days of a previous amendment or supplement with respect to a Non-Underwritten Shelf Takedown.