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.

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.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.