Participation in Requested Offering Sample Clauses

Participation in Requested Offering. During the Participation Term, if the Company does not intend to proceed with an Organized Offering in accordance with subsection 2.2.3(a) or otherwise does not give notice to commence an Organized Offering following a request by any Sponsor Holder for the Company to commence an Organized Offering, each Sponsor Holder shall nonetheless have the right during the Participation Term to request an Underwritten Shelf Takedown or Block Trade by providing a written demand to the Company and each Sponsor Holder (each such offering so requested, a “Requested Offering”). Each Sponsor Holder shall have the opportunity to participate in such Requested Offering by providing written notice to the Company of such Sponsor Holder’s election to participate by no later than (i) one business day after the delivery of such written demand by a Sponsor Holder or (ii) such other date as the Sponsor Holder may specify in its written demand for such Requested Offering. The Company shall waive the transfer restrictions set forth in Section 5.1 with respect to any Lock-Up Securities that will be sold through a Requested Offering. For the avoidance of doubt, no request for, commencement of, or inclusion in, a Requested Offering shall be counted against the Total Takedown Allocation.
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Participation in Requested Offering. During the Participation Term, each Sponsor Holder shall have the right to request an Underwritten Shelf Takedown or Block Trade by providing a written demand to the Company and each Sponsor Holder (each such offering so requested, a “Requested Offering”). Each Sponsor Holder shall have the opportunity to participate in such Requested Offering by providing written notice to the Company of such Sponsor Holder’s election to participate by no later than (i) one (1) business day after the delivery of such written demand by a Sponsor Holder or (ii) such other date as the Sponsor Holder may specify in its written demand for such Requested Offering. Such Requested Offering shall commence (i) within two (2) business days of an election by two additional (2) Sponsor Holders to participate in such Requested Offering, (ii) within five (5) business days of an election by one (1) additional Sponsor Holder to participate in such Requested Offering, or (iii) within ten (10) business days of a written demand for such Requested Offering, or in any such case at such time as mutually agreed by all such Parties. The majority of the Sponsor Holders participating in a Requested Offering will determine whether the Requested Offering will take the form of an Underwritten Offering or Block Trade. As used in this subsection 2.2.3(c), “majority of the Sponsor Holders” means (i) two (2) of the Sponsor Holders if all three (3) Sponsor Holders are participating in the Requested Offering and (ii) the Sponsor Holder holding the majority of the Registrable Securities to be offered in the Requested Offering if less than all three (3) Sponsor Holders are participating in the Requested Offering. For the avoidance of doubt, no request for, commencement of, or inclusion in, a Requested Offering shall be counted against the Total Takedown Allocation.
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Related to Participation in Requested Offering

  • Requirements for Participation in Underwritten Offerings No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

  • Underwritten Shelf Takedown At any time and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission, the Holders may request to sell all or any portion of the Registrable Securities in an underwritten offering that is registered pursuant to the Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder (including those set forth herein). All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this subsection 2.3.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Takedown Requesting Holders initiating the Underwritten Shelf Takedown.

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