Other Shareholders. The Seller and the Buyer acknowledge that other shareholders of the Company may be selling their shares in the Company in private transactions and at varying amounts and that this Agreement confirms the Seller’s and Buyer’s private transaction in writing. By signing this Agreement, the Seller acknowledges that shares in the Company may be sold at varying prices and that there has been no influence exerted over the Seller by any officer or director of the Company regarding the sale of Seller’s Shares.
Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, officers and Affiliates, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.03, except as part of any sales or distributions made pursuant to Registrations permitted under Section 2.03(b). Without limiting the foregoing (but subject to Section 2.06), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person’s agreement to comply with any black-out period required by this Section 2.03 as if it were a Holder hereunder. If requested by the Participating Investor or the managing underwriter or underwriters of any such Underwritten Offering, the Company shall use reasonable best efforts to cause such persons referred to in the first sentence of this Section 2.03(c) to execute a separate agreement to the foregoing effect. This Section 2.03 shall not prohibit any transaction by such person that is permitted by its lock-up agreement entered into in connection with an Underwritten Offering with the managing underwriter or underwriters in such Underwritten Offering (as such lock-up agreement is modified or waived by such managing underwriter or underwriters from time to time). The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.
Other Shareholders. (a) The Company may grant to any Person other than the Investors the right to request a registration of securities of the Company under the Securities Act and the right to be included as a selling shareholder in connection with any registration of Registrable Stock; provided, however, that without the consent of Investors holding a majority of the Registrable Stock, the granting of any such rights shall not conflict with or otherwise alter any rights granted under Section 5.01 above and, in all cases, the rights of the Investors to include shares in any Registration Statement shall be given priority over any registration rights granted to other Persons as permitted by this Section 5.09.
(b) Each Investor hereby irrevocably consents to the Company's grant of registration rights to the minority shareholders of Frontstep (Singapore) Pte Ltd ("FSP") in connection with the repurchase by the Company of the FSP shares held by such minority shareholders (the "Mitsui Transaction") as described in Schedule 5.09(b).
Other Shareholders. 1 Proxy ...................................................................... 1
Other Shareholders. Any other person entitled to participate in a Demand Registration Statement (“Other Shareholders”) and the Company will be permitted to register equity securities of the Company in any Demand Registration Statement or to participate in the offering, but only as provided in this subparagraph, by requesting that securities of the same class as the Registrable Securities be included in the Demand Registration Statement for sale in the offering on the following terms and conditions:
(i) Each Other Shareholder must give written notice of election to the Holders within 15 days of the date the Demand Notice was given to the Company, such notice to specify the number of shares proposed to be sold by each Other Shareholder in the offering;
(ii) the Company must give written notice of election to the Holders within 15 days of the date the Demand Notice was given to the Company, such notice to specify the number of shares proposed to be sold by the Company in the offering (the Other Shareholder and Company shares are “Other Shares”);
(iii) Each Other Shareholder and the Company must agree to sell such Other Shares on the same basis provided in the underwriting arrangements approved by the Holders and to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the Commission or by any state securities regulatory body;
(iv) Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude Other Shares from the registration and the underwriting, and the number of Other Shares that may be included in the registration and the underwriting will be allocated pro rata among each Other Shareholder and the Company based upon the respective number of Other Shares sought to be included in the offering; and
(v) If any Other Shareholder or the Company desire to withdraw their Other Shares from the Demand Registration Statement, they may only do so during the time period and on the terms to be determined by the Holders, the Company and the underwriters.
Other Shareholders. Subject to the consent of each of the Company and Wellspring, any other stockholder of the Company may become a party hereto, and shall have the rights and be subject to the obligations of an Other Shareholder hereunder, by executing and delivering to the Company, with a copy to each of Wellspring, CIP and Ontario, the Other Shareholder Acknowledgement which follows the signature page hereof.
Other Shareholders. All allocations within categories (A), (B) and (C) above will be made on a pro rata basis among the securities proposed to be included in such registration by the respective shareholders.
Other Shareholders. If one or more Non-Pro Rata Sell-Down Shareholders serves a notice in accordance with clause 8.3, the Company shall, within three Business Days of the expiry of the five Business Day period specified in clause 8.3, issue a written notice offering the other Sell-Down Shareholders the opportunity to transfer additional Ordinary Shares pursuant to the Second Opening, by providing them with written notice of the total number of Retained Share Numbers of all Non-Pro Rata Sell-Down Shareholders (which shall include notice of the aggregate paid up Ordinary Shares, and aggregate Ordinary Shares which are not paid up, comprised in the total Retained Share Numbers). Each other Sell-Down Shareholder shall, if it so wishes, provide written notice to the Company of any additional Ordinary Shares (which may not exceed as concerns paid up Ordinary Shares, and Ordinary Shares which are not paid up, the aggregate numbers set out in the notice of the Company) that such Sell-Down Shareholder wishes to transfer as part of the Second Opening within five Business Days of receipt of such notice from the Company, provided that any such notice must be such that, if a transfer were made of the Ordinary Shares referred to in that notice (together with a transfer of the Specified Sale Number), the Sell-Down Shareholder would continue to hold no less than 100,000 fully paid Ordinary Shares and the same proportions of paid up, and not paid up, Ordinary Shares, and any notice which does not satisfy those requirements shall be disregarded.
Other Shareholders. The Company agrees to use its reasonable best efforts to obtain from each of its directors, officers and Affiliates, an agreement not to effect any public sale or distribution of such securities during any period referred to in this Section 2.03, except as part of any such Registration, if permitted. Without limiting the foregoing (but subject to Section 2.06), if after the date hereof the Company or any of its Subsidiaries grants any Person any rights to demand or participate in a Registration, the Company shall, and shall cause its Subsidiaries to, provide that the agreement with respect thereto shall include such Person's agreement to comply with any black-out period required by this Section 2.03 as if it were a Holder hereunder. If requested by the managing underwriter or underwriters of any such Underwritten Offering, the Holders shall execute a separate agreement to the foregoing effect. The Company may impose stop-transfer instructions with respect to the Company Shares (or other securities) subject to the foregoing restriction until the end of the period referenced above.
Other Shareholders. The Company may grant to any Person other than the Investors the right to request a registration of securities of the Company under the Securities Act and the right to be included as a selling shareholder in connection with any registration of Registrable Stock; provided, however, that without the consent of Investors holding a majority of the Registrable Stock, the granting of any such rights shall not conflict with or otherwise alter any rights granted under Section 5.01 above and, in all cases, the rights of the Investors to include shares in any Registration Statement shall be given priority over any registration rights granted to other Persons as permitted by this Section 5.09.
