Common use of Other Shareholders Clause in Contracts

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.

Appears in 2 contracts

Samples: Registration Rights Agreement (PPT Vision Inc), Registration Rights Agreement (PPT Vision Inc)

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Other Shareholders. Any other person entitled to participate in a Demand Registration Statement (“Other Shareholders”) and the Company will shall 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 such Other Shareholder and/or the Company must give written notice of such election to the Holders and the Company, in the case of Other Shareholders within 15 days of the date the Demand Notice was given to the Company, 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 and/or the Company in the offering (the Other Shareholder and Company shares are “Other Shares”); (iiiii) Each such Other Shareholder and and/or 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; (iviii) 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 shall 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 such offering; and (viv) If any Other Shareholder or and/or the Company desire desires 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Sten Corp)

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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: (ia) 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; (iib) 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”); (iiic) 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; (ivd) 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 (ve) 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.

Appears in 1 contract

Samples: Registration Rights Agreement (PPT Vision Inc)

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