Common use of Participation in Underwritten Offerings; Suspension of Dispositions Clause in Contracts

Participation in Underwritten Offerings; Suspension of Dispositions. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Stockholder Registrable Securities will be required to sell more than the number of Stockholder Registrable Securities that such holder has requested Computer Sciences GS to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with Computer Sciences GS’s reasonable requests in connection with such registration. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from Computer Sciences GS of the happening of any event of the kind described in Section 5.1(e) above, such Person will forthwith discontinue the disposition of its Stockholder Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.1(e), as the case may be. In the event Computer Sciences GS shall give any such notice, the applicable time period mentioned in Section 5.1(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Stockholder Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.1(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sra International, Inc.)

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Participation in Underwritten Offerings; Suspension of Dispositions. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Stockholder Registrable Securities will be required to sell more than the number of Stockholder Registrable Securities that such holder has requested Computer Sciences GS to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with Computer Sciences GS’s 's reasonable requests in connection with such registration. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from Computer Sciences GS of the happening of any event of the kind described in Section 5.1(e) above, such Person will forthwith discontinue the disposition of its Stockholder Registrable Securities pursuant to the registration statement until such Person’s 's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.1(e), as the case may be. In the event Computer Sciences GS shall give any such notice, the applicable time period mentioned in Section 5.1(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Stockholder Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.1(e).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Computer Sciences Corp)

Participation in Underwritten Offerings; Suspension of Dispositions. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of Stockholder Registrable Securities will be required to sell more than the number of Stockholder Registrable Securities that such holder has requested Computer Sciences GS CSRA to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with Computer Sciences GS’s CSRA's reasonable requests in connection with such registration. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from Computer Sciences GS CSRA of the happening of any event of the kind described in Section 5.1(e) above, such Person will forthwith discontinue the disposition of its Stockholder Registrable Securities pursuant to the registration statement until such Person’s 's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.1(e), as the case may be. In the event Computer Sciences GS CSRA shall give any such notice, the applicable time period mentioned in Section 5.1(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Stockholder Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5.1(e).

Appears in 1 contract

Samples: Registration Rights Agreement (CSRA Inc.)

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Participation in Underwritten Offerings; Suspension of Dispositions. (a) No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Stockholder Registrable Securities will be required to sell more than the number of Stockholder Registrable Securities that such holder has requested Computer Sciences GS Ultra to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with Computer Sciences GSUltra’s reasonable requests in connection with such registration. (b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from Computer Sciences GS Ultra of the happening of any event of the kind described in Section 5.1(e) above, such Person will forthwith discontinue the disposition of its Stockholder Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 5.1(e), as the case may be. In the event Computer Sciences GS shall give any such noticecase, the applicable time period mentioned in Section 5.1(b) during which a registration statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this paragraph to and including the date when each seller of a Stockholder Registrable Security covered by such registration statement shall have received not be taken into account for purposes of any limitations applicable thereto in this Agreement, and Ultra shall pay all reasonable expenses described in the copies first sentence of Section 5.3(a) in connection with such registration only insofar as such expenses are directly related to such Person’s discontinued disposition of Registrable Securities in accordance with a notice from Ultra as described in the supplemented or amended prospectus contemplated by Section 5.1(e)immediately prior sentence.

Appears in 1 contract

Samples: Merger Agreement (Ultra SC Inc.)

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