Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders. (b) No Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in such Underwritten Offering and (ii) completes and executes an underwriting agreement in customary form and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein. (c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 5 contracts
Samples: Registration Rights Agreement (Nephros Inc), Registration Rights Agreement (Nephros Inc), Registration Rights Agreement (Nephros Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Parent or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Parent or the underwriters with respect thereto that are more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements in customary form as set forth herein.
(cmay be reasonably requested by the Parent and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 6 8 or that are reasonably necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 8, the respective rights and obligations created under such agreement shall obligate supersede the Company respective rights and obligations of the holders, the Parent and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 8.
Appears in 5 contracts
Samples: Registration Rights Agreement (Ondas Holdings Inc.), Preferred Stock Purchase Agreement (Ondas Holdings Inc.), Registration Rights Agreement (Ondas Holdings Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 9 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights and obligations created under such agreement shall obligate supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 9.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (RumbleOn, Inc.), Registration Rights and Lock Up Agreement (RumbleOn, Inc.), Registration Rights and Lock Up Agreement (RumbleON, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(bi) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters); provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include and (ii) completes and executes an all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing arrangements; provided that in this Section 6 no event shall be construed to create any additional rights regarding the registration holder of Registrable Securities be required to indemnify any underwriter or other Person in any Person otherwise manner other than as that which is specifically set forth hereinin Section 6(b) with respect to its indemnification obligations to the Company and other holders of Registrable Securities. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3 or that are necessary to give further effect thereto. Without limiting any other right or remedy to which a party hereto may be entitled, any holder of Registrable Securities that does not comply with his, her or its obligations under this Section 7(a)(i) shall not be entitled to participate in the registration in question without violation of such holder’s rights hereunder.
(cii) Nothing Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will forthwith discontinue the disposition of its 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 4(e). In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(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 Section 6 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall obligate have received the Company to pay any underwriting discounts copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 4(e).
Appears in 4 contracts
Samples: Investor Rights Agreement (Asure Software Inc), Investor Rights Agreement (Boise Cascade Holdings, L.L.C.), Investor Rights Agreement (Boise Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by Pubco and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 6 7 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 7, the respective rights and obligations created under such agreement shall obligate supersede the Company respective rights and obligations of the holders, Pubco and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 7.
Appears in 3 contracts
Samples: Registration Rights Agreement (Carvana Co.), Registration Rights Agreement (Carvana Co.), Registration Rights Agreement (Carvana Co.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other No Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder that is underwritten unless such Person Holder (i) agrees to sell such Person’s its Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no Holder will be required to sell more than the number of the Registrable Securities included that such Holder has requested the Registering Entity to include in such Underwritten Offering and any registration), (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreementarrangements, and (iii) cooperates with the Registering Entity’s reasonable requests in connection with such registration or qualification (it being understood that the Registering Entity’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Registering Entity of this Agreement). Nothing Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of such Holder that are greater than its obligations pursuant to Section 7(b).
(b) Each Holder that is participating in this any registration hereunder agrees that, upon receipt of any notice from the Registering Entity, after consultation with outside counsel, of the happening of any event of the kind described in Section 6 4(f) above, such Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Holder receives copies of a supplemented or amended Prospectus as contemplated by such Section 4(f), provided, however, that the Registering Entity shall be construed promptly use its reasonable best efforts to create file a post effective amendment or take such other action so as to obviate the need for such a notice as soon as reasonably practicable in the good faith judgment of the Registering Entity and promptly after filing such amendment (and in any additional rights regarding the registration event within 24 hours of such filing) deliver sufficient copies of such supplemented or amended Prospectuses pursuant to Section 4(c) to such sellers to resume such disposition, provided further, however, that such postponement of sales of Registrable Securities by the Holders shall not exceed 120 days in the aggregate in any Person otherwise than as set forth herein.
(c) Nothing in one year. In the event the Registering Entity gives any such notice, the applicable the period of time during which a Registration Statement is to remain effective pursuant to this Agreement will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 7(b) to and including the date when each seller of a Registrable Security covered by such Registration Statement will have received the copies of the supplemented or amended Prospectus contemplated by Section 4(f). In any event, the Registering Entity shall obligate the Company to pay not deliver more than three notices under this Section 7(b) in any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesone year.
Appears in 3 contracts
Samples: Registration Rights Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Registration Rights Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Implementation Agreement (Melco Crown Entertainment LTD)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Person or Persons entitled hereunder to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing arrangements; provided that no holder of Investor Registrable Securities included in this Section 6 any underwritten registration shall be construed required to create make any additional rights representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the registration Company or the underwriters with respect thereto, except as otherwise provided in paragraph 6 hereof. The Company's obligations under this Agreement with respect to each seller of Registrable Securities shall be conditioned upon such seller's compliance with the following:
(a) Such seller shall cooperate with the Company in connection with the preparation of the registration statement, and for so long as the Company is obligated to keep the registration statement effective, shall provide to the Company, in writing, for use in the registration statement, all information reasonably requested by the Company regarding such seller and such other information relating to such seller as may be necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency and effectiveness thereof, and to otherwise comply with all applicable requirements of law in connection therewith;
(b) during such time as such seller may be engaged in a distribution of Registrable Securities, such seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and pursuant thereto will, among other thing: (A) not engage in any Person otherwise stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities owned by such seller solely in the manner described in the registration statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to and through whom the Registrable Securities owned by such seller may be offered, or to the offeree if an offer is made directly by such seller, such copies of the prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as set forth herein.permitted under the Exchange Act; and
(c) Nothing in this Section 6 shall obligate on notice from the Company to pay of the happening of any underwriting discounts or commissions of the events specified in connection with paragraph 4(e) above, if it requires the suspension by such seller of the distribution of any underwritten offering of the Registrable Securities, then such seller shall cease offering or distributing the Registrable Securities until such time as the Company notifies such seller that offering and distribution of the Registrable Securities may recommence (which in any event shall be no later than immediately after the filing of the supplemented or amended prospectus contemplated by Section 4(e)).
Appears in 3 contracts
Samples: Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp), Registration Rights Agreement (Core Materials Corp)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other No Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder that is underwritten unless such Person Holder (i) agrees to sell such Person’s its Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over-allotment or "green shoe" option requested by the managing underwriter(s); provided, that no Holder will be required to sell more than the number of the Registrable Securities included that such Holder has requested the Company to include in such Underwritten Offering and any registration), (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreementarrangements, and (iii) cooperates with the Company's reasonable requests in connection with such registration or qualification (it being understood that the Company's failure to perform its obligations hereunder, which failure is caused by such Holder's failure to cooperate, will not constitute a breach by the Company of this Agreement). Nothing in this Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of such Holder that are materially greater than its obligations pursuant to Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein6(b).
(cb) Nothing Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection 3(f) above, such Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 3(f). In the event the Company gives any such notice, the applicable time period during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 6(b) to and including the Company to pay any underwriting discounts date when each Holder of a Registrable Security being sold and covered by such Registration Statement will have received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 3(f).
Appears in 3 contracts
Samples: Registration Rights Agreement (Castlewood Holdings LTD), Recapitalization Agreement (Enstar Group Inc), Registration Rights Agreement (Castlewood Holdings LTD)
Participation in Underwritten Registrations. (aSubject to the provisions of Section 3.6(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 3.6(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements and all applicable securities laws. Nothing in this Section 6 The Participating Holders shall be construed parties to create any additional rights regarding such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting discounts agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or commissions warranties to or agreements with the Company or the underwriters in connection with any underwritten offering of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 3 contracts
Samples: Investor Rights Agreement (Hansen Medical Inc), Investor Rights Agreement (Hansen Medical Inc), Investor Rights Agreement (Hansen Medical Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by Pubco and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 9 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights and obligations created under such agreement shall obligate supersede the Company respective rights and obligations of the holders, Pubco and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 9.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tuscan Holdings Corp. II), Registration Rights and Lock Up Agreement (ARKO Corp.), Registration Rights and Lock Up Agreement (Haymaker Acquisition Corp. II)
Participation in Underwritten Registrations. (aSubject to the provisions of Section 5.6(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 5.6(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements and all applicable securities laws. Nothing in this Section 6 The Participating Holders shall be construed parties to create any additional rights regarding such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting discounts agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or commissions warranties to or agreements with the Company or the underwriters in connection with any underwritten offering of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 3 contracts
Samples: Stockholders Agreement (Feinberg Family Trust), Stockholders Agreement (Vermillion, Inc.), Stockholders Agreement (Vermillion, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over‑allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 8, the respective rights and obligations created under such agreement shall obligate supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 8.
Appears in 3 contracts
Samples: Registration Rights and Lock Up Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.), Merger Agreement (Isoray, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no Investor Party shall be required to sell more than the number of a majority of the Registrable Securities included in such Underwritten Offering Investor Party has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements; provided that no Investor Party included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such Investor Party, such Investor Party’s title to the securities, such Investor Party’s authority to sell such securities and such Investor Party’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 9. Nothing in Each Investor Party shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Investor Party’s obligations under Section 4, Section 5 and this Section 6 10 or that are necessary to give further effect thereto, and the Company shall execute and deliver such other agreements as may be construed reasonably requested by the lead managing underwriter(s) (if applicable) in order to create effect any additional rights regarding registration required hereunder. To the registration of Registrable Securities in extent that any Person otherwise than as set forth herein.
(c) Nothing in such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 6 10, the respective rights and obligations created under such agreement shall obligate supersede the respective rights and obligations of the Investor Parties, the Company and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 10.
Appears in 3 contracts
Samples: Registration Rights Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp), Investment Agreement (Capital Senior Living Corp)
Participation in Underwritten Registrations. (aSubject to the provisions of Section 2.6(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 2.6(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements and all applicable securities laws. Nothing in this Section 6 The Participating Holders shall be construed parties to create any additional rights regarding such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting discounts agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or commissions warranties to or agreements with the Company or the underwriters in connection with any underwritten offering of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 3 contracts
Samples: Registration Rights Agreement (GTX Inc /De/), Registration Rights Agreement (GTX Inc /De/), Securities Purchase Agreement (GTX Inc /De/)
Participation in Underwritten Registrations. (aSubject to the provisions of Section 3.6(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 3.6(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements and all applicable securities laws. Nothing in this Section 6 The Participating Holders shall be construed parties to create any additional rights regarding such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide conditions precedent to the obligations of such Participating Holders as are customarily provided with respect to selling stockholders in secondary underwritten public offerings. Any such Participating Holder shall not be required to make any underwriting discounts representations or commissions warranties to or agreements with the Company or the underwriters in connection with any such underwriting agreement other than representations, warranties or agreements as are customarily made by selling stockholders in secondary underwritten offering of public offerings regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Hansen Medical Inc), Investor Rights Agreement (Feinberg Larry N)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of Persons entitled, under the Registrable Securities included in provisions hereof, to approve such Underwritten Offering arrangements, and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under by the terms of such underwriting agreementarrangements. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration Any Holder of Registrable Securities to be included in any Person otherwise than as set forth hereinunderwritten registration shall be entitled at any time to withdraw such Registrable Securities from such registration prior to its effective date in the event that such Holder shall disapprove of any of the terms of the related underwriting agreement.
(cb) Nothing Notwithstanding the priorities set forth in this Section 6 shall obligate Sections 2(c) and 3(b) above, in the event that the managing underwriters in any underwritten Demand Registration or Piggyback Registration inform the Company in writing that the inclusion therein of any Other Registrable Securities held by management employees of the Company or any of its subsidiaries would impair the marketability of the Registrable Securities to pay any underwriting discounts or commissions be included in such registration, the Company shall be required to include in such registration only such number of Other Registrable Securities held by such management employees as the managing underwriters determine would not negatively impair the Registrable Securities to be sold in connection with therewith. If any underwritten offering such event shall occur, the other Holders of Registrable SecuritiesSecurities (other than any Holder affected by the restriction described above) shall be entitled to include in such registration, the number of Registrable Securities that Holders of Other Registrable Securities would have been entitled to include in such registration but for such restriction described above (such Registrable Securities to be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder).
Appears in 2 contracts
Samples: Registration Rights Agreement (Advanced Communications Technologies Inc), Registration Rights Agreement (Act-De LLC)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of a majority of the Investor Registrable Securities included in shall be required to sell more than the number of Investor Registrable Securities such Underwritten Offering holder has requested to include) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing arrangements; provided that no holder of Investor Registrable Securities included in this any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise specifically provided in Section 6 shall be construed hereof or to create agree to any additional rights regarding the registration lockup or holdback restrictions, except as specifically provided in Section 3(a) hereof. Each holder of Investor Registrable Securities in any Person otherwise than agrees to execute and deliver such other agreements as set forth herein.
(c) Nothing in this Section 6 shall obligate may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3 or that are necessary to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesgive further effect thereto.
Appears in 2 contracts
Samples: Registration Agreement (Health Catalyst, Inc.), Registration Agreement (Health Catalyst, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other No Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder unless such Person Holder (ia) agrees to sell such Person’s Registrable Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled hereunder to approve such Underwritten Offering arrangements and (iib) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing In addition to the foregoing, all Holders agree that in connection with the first Underwritten Offering following the date hereof, they shall not, to the extent requested by the Company and the lead Underwriter in such offering, sell or otherwise transfer or dispose of any Transfer Restricted Securities (other than (i) sales, transfers or dispositions to donees who agree to be similarly bound or (ii) sales, transfers or dispositions of Transfer Restricted Securities included in the registration of the first Underwritten Offering or in any registration statement previously declared effective) during a reasonable and customary period of time, not to exceed 180 days, next following the effective date of the Registration Statement relating to the first Underwritten Offering; provided, however, that such agreement by the Holders not to dispose of Transfer Restricted Securities during such period shall apply only if all executive officers, directors and each stockholder holding at least 5% of the Common Stock of the Company then outstanding and all other persons with registration rights relating to any of the Company's securities to be registered in such offering (whether or not pursuant to this Agreement) enter into similar agreements with the Company and the Underwriters containing the same terms as set forth in this Section 6 shall be construed 7. In order to create any additional rights regarding enforce the registration of Registrable Securities foregoing covenant contained in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate the prior sentence, the Company may impose stop-transfer instructions with respect to pay any underwriting discounts or commissions in connection with any underwritten offering the Transfer Restricted Securities of Registrable Securitiesthe Holders until the end of such agreed upon period.
Appears in 2 contracts
Samples: Registration Rights Agreement (Entrada Holdings LLC), Registration Rights Agreement (Sync Research Inc)
Participation in Underwritten Registrations. (aSubject to the provisions of Section 2.8(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 2.8(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in arrangements and all applicable securities laws; provided, that this Section 6 sentence shall not be construed to create require any additional rights regarding Holder to enter into any standstill or similar agreement with the registration of Registrable Securities in any Person otherwise than as set forth herein.
underwriters. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (ci) Nothing in this Section 6 shall obligate contain such representations and warranties by, and the other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting discounts agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or commissions warranties to or agreements with the Company or the underwriters in connection with any underwritten offering of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Epsilon Acquisitions LLC), Registration Rights Agreement (Epsilon Acquisitions LLC)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 3, Section 4 and this Section 6 8 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 3 and this Section 8, the respective rights and obligations created under such agreement shall obligate supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 8.
Appears in 2 contracts
Samples: Registration Rights Agreement (Heico Corp), Registration Rights and Lock Up Agreement (Ondas Holdings Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to any over-allotment or “green shoe” option requested by the underwriters, provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 underwritten registration shall obligate be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to pay undertake any underwriting discounts indemnification obligations to the Company or commissions the underwriters with respect thereto, except as otherwise specifically provided in connection with Section 5 hereof or to agree to any underwritten offering lockup or holdback restrictions, except as specifically provided in the Restated LLC Agreement. Each holder of Registrable SecuritiesSecurities agrees to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under the Restated LLC Agreement or that are necessary to give further effect thereto.
Appears in 2 contracts
Samples: Registration Agreement (ECPM Holdings, LLC), Registration Agreement (ECPM Holdings, LLC)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other No Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder registration that is underwritten unless such Person Holder (i) agrees to sell such Person’s its Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of a majority any over-allotment or “Green Shoe” option requested by the managing underwriter(s), provided that no Holder will be required to sell more than the number of the Registrable Securities included that such Holder has requested the Company to include in such Underwritten Offering and any registration); (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements, and other documents reasonably required under the terms of such underwriting agreementarrangements; and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement). Nothing in this Notwithstanding the foregoing, no Holder will be required to agree to any indemnification obligations on the part of such Holder that are greater than its obligations pursuant to Section 6 1.5(b). Such Holder shall not be construed required to create make any additional rights representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the registration Registrable Securities, such Holder’s intended method of Registrable Securities in distribution and any Person otherwise than as set forth hereinother representations required to be made by such Holder under Applicable Law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such underwritten offering.
(cb) Nothing Each Holder that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 1.3(f), such Holder will forthwith discontinue the disposition of its Registrable Securities pursuant to the Registration Statement until such Holder receives copies of a supplemented or amended prospectus as contemplated by such Section 1.3(f). In the event the Company gives any such notice, the applicable time period mentioned in Section 1.3(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 1.6(b) to and including the Company to pay any underwriting discounts date when each seller of a Registrable Security covered by such Registration Statement will have received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 1.3(f).
Appears in 2 contracts
Samples: Registration Rights Agreement (James River Group Holdings, Ltd.), Registration Rights Agreement (James River Group Holdings, Ltd.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over- allotment or "green shoe" option requested by the managing underwriter(s), provided, that each holder of the Registrable Securities included shall not be required to sell more than the number of Registrable Securities that such holder has requested GDI to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in arrangements and this Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth hereinAmended and Restated Agreement.
(cb) Nothing Each Person that is participating in any registration under this Amended and Restated Agreement agrees that, upon receipt of any notice from GDI of the happening of any event of the kind described in Section 6 shall obligate 1.6(a)(v) above, such Person will forthwith discontinue the Company disposition of its Registrable Securities pursuant to pay the Registration Statement and all use of the Registration Statement or any underwriting discounts prospectus or commissions related document until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 1.6(a)(v) and, if so directed by GDI, will deliver to GDI (at GDI's expense) all copies, other than permanent file copies, then in holder's possession of such documents at the time of receipt of such notice. Furthermore, each holder agrees that if such holder uses a prospectus in connection with the offering and sale of any underwritten offering of the Registrable Securities, the holder will use only the latest version of such prospectus provided by GDI.
Appears in 2 contracts
Samples: Registration Rights Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by RHH (including, without limitation, pursuant to the Holders terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), except that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested RHH to include in such Underwritten Offering and any registration), (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration will be required to make any representations or warranties to RHH or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution, due and valid execution of any agreements relating to such offering, and good title to, and no liens or encumbrances on, any Registrable Securities to be sold in such registration, (iii) timely furnishes to RHH and/or the underwriters managing such registration, all information regarding such holder, the Registrable Securities held by such holder and its intended method of distribution of such Registrable Securities as set forth hereinRHH or such underwriters reasonably request, and (iv) agrees (and such holder hereby agrees) to notify RHH and/or any underwriter managing such registration of any untrue statement of material fact contained in the prospectus in connection with such registration or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and in conformity with written information prepared and furnished to RHH by such holder expressly for use therein.
(cb) Nothing Each Person that is participating in any Registration hereunder agrees that, upon receipt of any notice from RHH of the happening of any event of the kind described in Section 12(e) above, such Person will forthwith discontinue the disposition of its 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 12(e). In the event RHH will give any such notice, the applicable time period mentioned in Section 12(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 15(b) to and including the Company to pay any underwriting discounts date when each seller of a Registrable Security covered by such registration statement will have received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 12(e).
Appears in 2 contracts
Samples: Shareholders Agreement (FCA Acquisition Corp.), Shareholders Agreement (FreightCar America, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion If any of the Registrable Securities held covered by such Holdersa demand Registration hereunder are to be sold in an Underwritten Offering, which underwriter shall the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders holding Securityholder (or, in the case of a registration initiated pursuant Section 4, the holders of a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be securities included in such Underwritten Offering shall be allocated among the participating Holders offering (on a pro rata basis Registrable Class equivalent basis)); provided further that such investment bankers and managers must be reasonably satisfactory to the Company, acting in good faith, based on the total number of Registrable Securities proposed identified business reasons specific to be sold in such Underwritten Offering by such Holdersbankers or managers.
(b) No Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled hereunder to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing in this Section 6 10 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing The Securityholder hereby agrees that, during the period of duration (up to, but not exceeding, 15 days prior to the closing date of the Underwritten Offering and 90 days thereafter) specified by an underwriter of a Registrable Class or other securities of the Company of the same class as Registrable Securities, following the effective date of a registration statement of the Company filed under the Securities Act, it shall not, to the extent requested by such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees, Affiliates of the Securityholder (and the equityholders of any successor entities thereto) and their Affiliates that agree to be similarly bound) any Registrable Securities of the Company of the same class as those offered pursuant to such registration statement held by it at any time during such period except Registrable Securities included in such Registration; provided, however, that:
(i) all officers and directors of the Company, all holders of in excess of one percent of any class of securities of the Company, and all other persons with registration rights (whether or not pursuant to this Agreement) enter into agreements which are no less restrictive;
(ii) the aggregate of the period in which dispositions of Registrable Securities are restricted pursuant to this Section 6 10(c) and any period during which the filing of a registration statement is deferred pursuant to Section 3(a) and Section 3(d) or otherwise shall obligate not exceed 90days in any 12-month period;
(iii) such restriction shall not prevent sales pursuant to Rule 144 or private placement sales to purchasers, Affiliates of the Company Securityholder (and the equityholders of any successor entities thereto) and their Affiliates that agree to pay similar restrictions (which agreements shall not be required for sales made pursuant to Rule 144); and
(iv) this Section 10(c) shall not apply when the Securityholder beneficially owns less than 2% of any underwriting discounts or commissions class of securities of the Company. In order to enforce the foregoing covenant, the Securityholder will, if requested in connection writing, execute an agreement in the form provided by the underwriter containing terms which are consistent with any underwritten offering the provisions of Registrable Securitiesthis Section.
Appears in 2 contracts
Samples: Registration Rights Agreement (Icahn Carl C Et Al), Registration Rights Agreement (Genesisintermedia Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Corporation to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto, except as otherwise than as set forth hereinprovided in Section 6 hereof.
(cb) Nothing Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 4(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e); provided that the Corporation shall cause the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 7 to and including the Company to pay any underwriting discounts or commissions in connection with any underwritten offering date when each seller of Registrable SecuritiesSecurities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 4(f) (the “Suspension Period”) not to exceed 90 days in any twelve-month period. In the event the Corporation shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the Suspension Period.
Appears in 2 contracts
Samples: Registration Agreement (Westwood One Inc /De/), Registration Agreement (Gores Radio Holdings, LLC)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) enters into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, (ii) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder of Registrable Securities has requested the Company to include in such Underwritten Offering any registration) and (iiiii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing arrangements; provided that in this Section 6 no event shall be construed to create any additional rights regarding the registration holder of Registrable Securities be required to indemnify any underwriter or other Person in any Person otherwise manner other than as that which is specifically set forth hereinin Section 6(b) with respect to its indemnification obligations to the Company and other holders of Registrable Securities; provided, further, that if any holder disapproves of the terms of the underwriting, such holder may elect to withdraw therefrom (and not participate in such underwritten registration) upon written notice to the Company and the managing underwriter(s) in accordance with the terms hereof. Each holder of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such holder’s obligations under Section 3 or that are necessary to give further effect thereto.
(cb) Nothing Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(f) above, such Person will forthwith discontinue the disposition of its 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 4(f). In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(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 Section 6 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall obligate have received the Company to pay any underwriting discounts copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 4(f).
Appears in 2 contracts
Samples: Investor Rights Agreement (US Power Generating CO), Investor Rights Agreement (US Power Generating CO)
Participation in Underwritten Registrations. (a) One If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten offering, the investment bank or more investment bankers and manager or managers that will administer the offering will be selected by the Buyer and shall be reasonably satisfactory to the Majority Holders may of the Registrable Securities included in such offering.
(b) In the event any holder proposes to sell Registrable Securities covered by the Registration Statement in an underwritten offering, it will so notify Buyer and provide Buyer with the information to be included in the notice to be given by Buyer hereinafter set forth. Promptly (and in any event within ten (10) Business Days) after receipt of such notice, Buyer will give written notice to each other holder of Registrable Securities of (i) the name of the proposing holder, (ii) the number of Registrable Securities proposed to be sold by such proposing holder, and (iii) the right of each other holder to elect to retain an underwriter to conduct an Underwritten Offering of have all or a portion of the Registrable Securities held owned by such Holders, which underwriter shall be selected holder included in such underwritten offering by notifying Buyer and the Holders holding a majority proposing holder of such election (and specifying the number of Registrable Securities requested for inclusion in to be so included) within ten (10) Business Days after receipt of such Underwritten Offeringnotice from Buyer. In the event any Holders elect to conduct A holder making such an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder election on a timely basis shall be entitled to participate have the number of Registrable Securities specified in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreementelection included in the underwritten offering; provided, however, that, if the managing underwriter determines advises the participating holders in good faith writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number amount of Registrable Securities that may be included in such Underwritten Offering the underwriting shall be so limited and shall be allocated among the participating Holders on a holders pro rata basis based on in accordance with the total number of Registrable Securities proposed to be sold included in such Underwritten Offering the underwritten offering by such Holders.the participating holders. 65 71
(bc) No Person holder may participate in any Underwritten Offering underwritten registration hereunder unless such Person holder (ix) agrees to sell such Person’s Registrable Securities holder's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in holders entitled hereunder to approve such Underwritten Offering arrangements and (iiy) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing in this Section 6 4 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person holder otherwise than as set forth herein. 5.
(c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 1 contract
Samples: Merger Agreement (Budget Group Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Company (including, without limitation, pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), except that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in such Underwritten Offering and any registration), (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing arrangements, including an opinion of counsel to such person substantially similar to the opinion given by the counsel to shareholders of the Company in this Section 6 shall be construed the IPO to create any additional rights regarding the registration underwriters in the IPO, as provided in the underwriting agreement entered into therewith; provided, however, that no holder of Registrable Securities included in any Person otherwise underwritten registration will be required to make any representations or warranties to the Company or the underwriters other than representations and warranties substantially similar to those representations and warranties made by the shareholders of the Company in the IPO to the underwriters in the IPO, as set forth hereinprovided in the underwriting agreement entered into therewith, regarding such holder and such holder’s intended method of distribution, due and valid execution of any agreements relating to such offering, and good title to, and the absence of liens or encumbrances on, any Registrable Securities to be sold by such Shareholders in such registration, and to the extent that any underwriter or underwriters may require any Shareholder to make additional representations and warranties which all of the other participants in such underwritten offering have agreed to make (unless any such representation or warranty is not applicable to such Shareholder’s ownership), then such Shareholder will not be permitted to participate in such registration unless such Shareholder agrees to make the same representations and warranties, (iii) timely furnishes to the Company and/or the underwriters managing such registration, all information regarding such holder, the Registrable Securities held by such holder and its intended method of distribution of such Registrable Securities as the Company or such underwriters reasonably request, and (iv) agrees (and such holder hereby agrees) to notify the Company and/or any underwriter managing such registration of any untrue statement of material fact contained in the prospectus in connection with such registration or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein. Any indemnities required to be delivered pursuant to clause (ii) shall be limited with respect to each person to the amount equal to the aggregate net proceeds (after deducting underwriting discounts and commissions but before deducting any other expenses incident to the consummation of the transactions contemplated by this paragraph) to such holder from the sale of Registrable Securities by it in such offering.
(cb) Nothing Each Person that is participating in any Registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 5(e), such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 5(e). In the event the Company will give any such notice, the applicable time period mentioned in Section 5(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 7(b) to and including the Company to pay any underwriting discounts date when each seller of a Registrable Security covered by such registration statement will have received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 5(e).
Appears in 1 contract
Samples: Registration Rights Agreement (FreightCar America, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering Registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten Registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by Pubco and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 9 or that are necessary to give further effect thereto, and Pubco shall obligate execute and deliver such other agreements as may be reasonably requested by the Company lead managing underwriter(s) (if applicable) in order to pay effect any underwriting discounts or commissions in connection with Registration required hereunder. To the extent that any underwritten offering such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of Registrable Securitiesthe holders, Pubco and the underwriters created pursuant to this Section 9.
Appears in 1 contract
Samples: Exclusive Real Estate Advisory Agreement (CareMax, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no -------- holder of Registrable Securities included in any Person underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except (x) to the extent the holders of a majority of Xxxx Registrable Securities are doing so or (y) as otherwise than as set forth herein.provided in Section 6 hereof. ---------
(cb) Nothing Each Person that is participating in this Section 6 shall obligate any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph 4(e) above, such Person will forthwith discontinue the disposition of its Registrable Securities pursuant to pay the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by such paragraph 4(e). If the Company gives any underwriting discounts such notice, the applicable time period mentioned in paragraph 4(b) during which a Registration Statement is to remain effective will 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 Registrable Security covered by such registration statement has received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by paragraph 4(e).
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by Pubco and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 9 or that are necessary to give further effect thereto, and Pubco shall obligate execute and deliver such other agreements as may be reasonably requested by the Company lead managing underwriter(s) (if applicable) in order to pay effect any underwriting discounts or commissions in connection with registration required hereunder. To the extent that any underwritten offering such agreement is entered into pursuant to, and consistent with, Section 4 and this Section 9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of Registrable Securities.the holders, Pubco and the underwriters created pursuant to this Section 9.
Appears in 1 contract
Samples: Registration Rights Agreement (Presto Automation Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to Pubco or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to Pubco or the underwriters with respect thereto that are materially more burdensome than those provided in Section 9. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by Pubco and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 4, Section 5 and this Section 6 10 or that are necessary to give further effect thereto, and Pubco shall obligate execute and deliver such other agreements as may be reasonably requested by the Company lead managing underwriter(s) (if applicable) in order to pay effect any underwriting discounts or commissions in connection with registration required hereunder. To the extent that any underwritten offering such agreement is entered into pursuant to, and consistent with, Section 4, Section 9 and this Section 10, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of Registrable Securitiesthe holders, Pubco and the underwriters created pursuant to this Section 10.
Appears in 1 contract
Samples: Registration Rights Agreement (Pinstripes Holdings, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis terms and conditions provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to select the investment banker(s) and manager(s) to administer the offering (provided that no Holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities that such Underwritten Offering Holder has requested to include) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person underwritten registration who is not a management employee of the Company shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s ownership of Registrable Securities and such holder’s intended method of distribution), or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise than as set forth hereinprovided in Section 7 hereof.
(b) Each holder agrees that (i) upon receipt from the Company of its intention to suspend the effectiveness of any registration statement pursuant to Section 2(e) or (ii) upon receipt from the Company of notice pursuant to Section 5(e), such holder shall immediately discontinue offer and sales of the Registrable Securities under any registration statement until, in the case of (i) above, such holders receives a subsequent notice from the Company that such suspension has been revoked or withdrawn, and, in the case of (ii) above, such holder receives copies of a supplemented or amended prospectus that corrects the misstatements or omissions referred to in the notice and receives notice that any post-effective amendment has become effective.
(c) Nothing in this Section 6 shall obligate If any such registration or comparable statement refers to any Holder by name or otherwise as the holder of any securities of the Company and if in such Holder’s sole and exclusive judgment, such Holder is or might be deemed to pay be an underwriter or a controlling person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any underwriting discounts future financial requirements of the Company, or commissions (ii) in connection the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder; provided that with any underwritten offering respect to this clause (ii), if requested by the Company, such Holder shall furnish to the Company an opinion of Registrable Securitiescounsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.
Appears in 1 contract
Samples: Registration Rights Agreement (Aeroflex Holding Corp.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in such Underwritten Offering and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein.
(c) Nothing in this Section 6 (i) shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities, or (ii) entitle the Holders to select the underwriter of any underwritten primary offering of securities by the Company.
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person Investor may participate in any Underwritten Offering underwritten registration hereunder unless such Person Investor (i) agrees to sell such PersonInvestor’s Registrable Securities on the basis provided in any underwriting arrangements approved containing customary terms and conditions and reasonably acceptable to SBKC (including pursuant to the terms of any over-allotment or “green shoe” option requested by the Holders managing underwriter(s)) and to the Investors (with respect to their duties and obligations), provided that no Investor will be required to sell more than the number of a majority of the Registrable Securities included that such Investor has requested SBKC to include in such Underwritten Offering any registration, and (ii) completes and executes an all questionnaires, powers of attorney, custody agreements, indemnities, underwriting and lock-up agreements, and makes any required representations and warranties and covenants under the underwriting agreement in customary form and other documents customarily required under the terms of such underwriting agreement. Nothing arrangements; provided that no Investor included in this Section 6 any underwritten registration shall be construed required to create make any additional rights representations or warranties to SBKC or the underwriters (other than representations and warranties regarding such Investor and such Investor’s intended method of distribution) or to undertake any indemnification obligations to SBKC or the underwriters with respect thereto, except as otherwise provided herein.
(b) Each Investor that is participating in any registration hereunder agrees that, upon receipt of any notice from SBKC of the happening of any event of the kind described in Section 5(d), such Investor will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such person’s receipt of Registrable Securities in any Person otherwise than the copies of a supplemented or amended prospectus as set forth hereincontemplated by Section 5(d).
(c) Nothing It shall be a condition precedent to the obligations of SBKC to take any action pursuant to this Agreement with respect to the Registrable Securities held by any Investor that such Investor shall promptly furnish to SBKC such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Investor’s Registrable Securities. Notwithstanding anything set forth in this Section 6 Agreement, SBKC shall obligate have no obligation to include Registrable Securities for any Investor that does not provide the Company to pay any underwriting discounts or commissions information in connection with any underwritten offering of Registrable Securitiesthe preceding sentence.
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 5, Section 6 and this Section 9 or that are necessary to give further effect thereto. To the extent that any such agreement is entered into pursuant to, and consistent with, Section 6 and this Section 9, the respective rights and obligations created under such agreement shall obligate supersede the respective rights and obligations of the holders, the Company and the underwriters created pursuant to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesthis Section 9.
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect If a registration requested pursuant to retain this Section 2 involves an underwriter to conduct an Underwritten Offering underwritten public offering, the right of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwrittenincluded in such registration pursuant to this Section 2 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the Company), and each such Holder will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters, provided that (A) no Holder shall be required to sell more than the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among Holder has requested the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed Company to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate include in any Underwritten Offering hereunder unless registration) and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriters, provided further that no such Person (iother than the Company) agrees shall be required to sell make any representations or warranties other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriters by such Person’s Registrable Securities Person pertaining exclusively to such Holder. Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in such Underwritten Offering and (ii) completes and executes an underwriting agreement in customary form and other documents required under the terms part of such underwriting agreement. Nothing in this Holder that are greater than its obligations pursuant to Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein5.
(c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (SiteOne Landscape Supply, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Person or Persons entitled hereunder to approve such Underwritten Offering arrangements, and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreementarrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Registrant or the underwriters other than representations and warranties regarding such holder of Registrable Securities and such holder of Registrable Securities' intended method of distribution.
6. Nothing Pre-emptive Rights. A Registrant shall, prior to any issuance by such Registrant, after the exchange by BecoCom of the BecoCom 1997 Percentage and/or any BecoCom Post 1997 Percentage into Registrable Securities of such Registrant, of any of such Registrant's shares of capital stock of any class or series, or of any of its other securities (other than debt securities with no equity feature), offer to BecoCom by written notice (a "Pre-emptive Rights Notice") the right, for a period of thirty (30) days, to purchase BecoCom's pro rata share (based upon BecoCom's respective percentage of ownership of the issued and outstanding shares of capital stock of such Registrant, determined on a fully-diluted basis) of such securities proposed to be issued (the "Offered Securities"), for the equivalent cash purchase price or other consideration for which such Offered Securities are to be issued; provided, however, that the pre-emptive rights of BecoCom set forth in this Section 6 shall be construed not apply to create shares of capital stock of such Registrant of any class or series, or any of such Registrant's other securities, issued:
(a) as a stock dividend on shares of such Registrant's capital stock, or upon any subdivision of shares of such Registrant's capital stock, provided that the securities issued pursuant to such stock dividend or subdivision are limited to additional rights regarding shares of such capital stock;
(b) solely in consideration for the registration acquisition (whether by merger, consolidation or otherwise) by such Registrant of Registrable Securities in all or substantially all of the stock or assets of any Person otherwise than as set forth herein.other Person;
(c) Nothing pursuant to the closing of a firmly underwritten public offering of such Registrant pursuant to an effective Registration Statement; and
(d) to such Registrant's directors, officers or employees pursuant to any qualified or non-qualified stock option plan or agreement, or stock purchase plan or agreement. Each Pre-emptive Right Notice to BecoCom shall describe the Offered Securities proposed to be issued by the Registrant, and shall also specify price and payment terms, and any other material terms related thereto. BecoCom (or any Affiliate of BecoCom) may accept such Registrant's offer as to the full number of Offered Securities offered to BecoCom or any lesser number, by written notice thereof given by BecoCom to such Registrant prior to the expiration of the aforesaid thirty (30) day period, in which event such Registrant shall promptly sell and BecoCom shall promptly buy, upon the terms specified in such Pre-emptive Rights Notice, the number of Offered Securities agreed to be purchased by BecoCom. Such Registrant shall have the right, at any time during the ninety (90) days following the date of such Pre-emptive Rights Notice to BecoCom, to offer and sell, to any third party or parties, the Offered Securities not agreed by BecoCom to be purchased by it, at a price and on payment terms no less favorable to such Registrant than those specified in the Pre-emptive Rights Notice to BecoCom; provided, however, that if such third party sale or sales are not consummated within such ninety (90) day period, such Registrant shall not sell such Offered Securities as shall not have been so purchased without again complying with the provisions of this Section 6. Notwithstanding anything to the contrary set forth in this Section 6, the provisions of this Section 6 shall obligate Shall apply only if, and to the Company extent that, the Registrant 6 grants similar rights to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securitiesits other stockholders.
Appears in 1 contract
Samples: License Agreement (Nstar/Ma)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of a majority any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no holder of the Registrable Securities included will -------- ---- be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements, and other documents reasonably required under the terms of such underwriting agreement. Nothing arrangements; provided that no holder of Registrable -------- ---- Securities included in this any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder's intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 shall be construed hereof. ---------
(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will immediately ------------ discontinue the disposition of its Registrable Securities pursuant to create any additional rights regarding the registration statement until such Person's receipt of Registrable Securities in any Person otherwise than the copies of a supplemented or amended prospectus as set forth herein.
(c) Nothing in this contemplated by Section 6 shall obligate 4(e). In the event ------------ the Company to pay shall give any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.such notice, the applicable time period mentioned in
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such Person’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 13 and this Section 6 shall obligate 14 or that are necessary to give further effect thereto, and the Company shall execute and deliver such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to pay effect any underwriting discounts or commissions in connection with registration required hereunder. To the extent that any underwritten offering such agreement is entered into pursuant to, and consistent with, Section 13 and this Section 14, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of Registrable Securities.the holders, the Company and the underwriters created pursuant to this Section 14.
Appears in 1 contract
Samples: Registration Rights Agreement (Capstone Green Energy Holdings, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect If a Demand Registration requested pursuant to retain this Section 3 involves an underwriter to conduct an Underwritten Offering underwritten public offering, the right of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of such Holder’s Registrable Securities in the underwriting (unless otherwise agreed by the demanding Principal Stockholder), and each such Holder will (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriters selected for such underwriting (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters, provided that (A) no Holder shall be underwritten, required to sell more than the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among Holder has requested the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed Company to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate include in any Underwritten Offering hereunder unless registration) and (B) if any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriters and the demanding Principal Stockholder, provided further that no such Person (iother than the Company) agrees shall be required to sell make any representations or warranties other than those related to title and ownership of, and power and authority to transfer, shares and as to the accuracy and completeness of statements made in a Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriters by such Person’s Registrable Securities Person pertaining exclusively to such Holder. Notwithstanding the foregoing, no Holder shall be required to agree to any indemnification obligations on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in such Underwritten Offering and (ii) completes and executes an underwriting agreement in customary form and other documents required under the terms part of such underwriting agreement. Nothing in this Holder that are greater than its obligations pursuant to Section 6 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person otherwise than as set forth herein5.
(c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (SiteOne Landscape Supply, Inc.)
Participation in Underwritten Registrations. (a) One If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten offering, the investment bank or more investment bankers and manager or managers that will administer the offering will be selected by the Majority Holders may and shall be reasonably satisfactory to the Majority Holders of the Registrable Securities included in such offering and the Company.
(b) In the event any holder proposes to sell Registrable Securities covered by the Registration Statement in an underwritten offering, it will so notify Parent and provide Parent with the information to be included in the notice to be given by Parent hereinafter set forth. Promptly (and in any event within ten (10) Business Days) after receipt of such notice, Parent will give written notice to each other holder of Registrable Securities of (i) the name of the proposing holder, (ii) the number of Registrable Securities proposed to be sold by such proposing holder, and (iii) the right of each other holder to elect to retain an underwriter to conduct an Underwritten Offering of have all or a portion of the Registrable Securities held owned by such Holders, which underwriter shall be selected holder included in such underwritten offering by notifying Parent and the Holders holding a majority proposing holder of such election (and specifying the number of Registrable Securities requested for inclusion in to be so included) within ten (10) Business Days after receipt of such Underwritten Offeringnotice from Parent. In the event any Holders elect to conduct A holder making such an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder election on a timely basis shall be entitled to participate have the number of Registrable Securities specified in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreementelection included in the underwritten offering; provided, however, that, if the managing underwriter determines advises the participating holders in good faith writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number amount of Registrable Securities that may be included in such Underwritten Offering the underwriting shall be so limited and shall be allocated among the participating Holders on a holders pro rata basis based on in accordance with the total number of Registrable Securities proposed to be sold included in such Underwritten Offering the underwritten offering by such Holdersthe participating holders.
(bc) No Person holder may participate in any Underwritten Offering underwritten registration hereunder unless such Person holder (ix) agrees to sell such Person’s Registrable Securities holder's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in holders entitled hereunder to approve such Underwritten Offering arrangements and (iiy) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing in this Section 6 4 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person holder otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 1 contract
Participation in Underwritten Registrations. (a) One If any of the Registrable Securities covered by the Registration Statement are to be sold in an underwritten offering, the investment bank or more investment bankers and manager or managers that will administer the offering will be selected by the Buyer and shall be reasonably satisfactory to the Majority Holders may of the Registrable Securities included in such offering.
(b) In the event any holder proposes to sell Registrable Securities covered by the Registration Statement in an underwritten offering, it will so notify Buyer and provide Buyer with the information to be included in the notice to be given by Buyer hereinafter set forth. Promptly (and in any event within ten (10) Business Days) after receipt of such notice, Buyer will give written notice to each other holder of Registrable Securities of (i) the name of the proposing holder, (ii) the number of Registrable Securities proposed to be sold by such proposing holder, and (iii) the right of each other holder to elect to retain an underwriter to conduct an Underwritten Offering of have all or a portion of the Registrable Securities held owned by such Holders, which underwriter shall be selected holder included in such underwritten offering by notifying Buyer and the Holders holding a majority proposing holder of such election (and specifying the number of Registrable Securities requested for inclusion in to be so included) within ten (10) Business Days after receipt of such Underwritten Offeringnotice from Buyer. In the event any Holders elect to conduct A holder making such an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder election on a timely basis shall be entitled to participate have the number of Registrable Securities specified in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreementelection included in the underwritten offering; provided, however, that, if the managing underwriter determines advises the participating holders in good faith writing that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number amount of Registrable Securities that may be included in such Underwritten Offering the underwriting shall be so limited and shall be allocated among the participating Holders on a holders pro rata basis based on in accordance with the total number of Registrable Securities proposed to be sold included in such Underwritten Offering the underwritten offering by such Holdersthe participating holders.
(bc) No Person holder may participate in any Underwritten Offering underwritten registration hereunder unless such Person holder (ix) agrees to sell such Person’s Registrable Securities holder's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in holders entitled hereunder to approve such Underwritten Offering arrangements and (iiy) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreementarrangements. Nothing in this Section 6 4 shall be construed to create any additional rights regarding the registration of Registrable Securities in any Person holder otherwise than as set forth herein.
(c) Nothing in this Section 6 shall obligate the Company to pay any underwriting discounts or commissions in connection with any underwritten offering of Registrable Securities.
Appears in 1 contract
Samples: Merger Agreement (Ryder TRS Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of Persons entitled, under the Registrable Securities included in provisions hereof, to approve such Underwritten Offering arrangements, and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under by the terms of such underwriting agreementarrangements. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration Any Holder of Registrable Securities to be included in any Person otherwise than as set forth hereinunderwritten registration shall be entitled at any time to withdraw such Registrable Securities from such registration prior to its effective date in the event that such Holder shall disapprove of any of the terms of the related underwriting agreement.
(cb) Nothing Notwithstanding the priorities set forth in this Section 6 shall obligate Sections 2(c) and 3(b) above, in the event that the managing underwriters in any underwritten Demand Registration or Piggyback Registration inform the Company in writing that the inclusion therein of any Other Registrable Securities held by management employees of the Company or any of its subsidiaries would impair the marketability of the Registrable Securities to pay any underwriting discounts or commissions be included in such registration, the Company shall be required to include in such registration only such number of Other Registrable Securities held by such management employees as the managing underwriters determine would not negatively impair the Registrable Securities to be sold in connection with therewith. If any underwritten offering such event shall occur, the other Holders of Registrable SecuritiesSecurities (other than any Holder affected by the restriction described above) shall be entitled to include in such registration, the number of Registrable Securities that Holders of Other Registrable Securities would have been entitled to include in such registration but for such restriction described above (such Registrable Securities to be allocated pro rata among such other Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder).
Appears in 1 contract
Participation in Underwritten Registrations. (aSubject to the provisions of Section 7.6(a)(ii) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holdersand Section 7.6(b)(ii) above, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No no Person may participate in any Underwritten Offering underwritten offering hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of the Registrable Securities included in Persons entitled to approve such Underwritten Offering arrangements and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in arrangements and all applicable securities laws; provided, that this Section 6 sentence shall not be construed to create require any additional rights regarding Holder to enter into any standstill or similar agreement with the registration of Registrable Securities in any Person otherwise than as set forth herein.
underwriters. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (ci) Nothing in this Section 6 shall obligate contain such representations and warranties by, and the other agreements on the part of, the Company to pay and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting discounts agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or commissions warranties to or agreements with the Company or the underwriters in connection with any underwritten offering of such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from such underwritten offering.
Appears in 1 contract
Samples: Stockholder Agreement (Odyssey Marine Exploration Inc)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s); provided that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements, and other documents reasonably required of each holder of Registrable Securities under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; and further provided that no holder of Registrable Securities included in any Person underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise than as set forth hereinprovided in Section 6 hereof.
(cb) Nothing Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 4(e) or 4(k) above, such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 4(e) or the withdrawal of the stop order as contemplated by Section 4(k), as the case may be. In the event the Company shall give any such notice, the applicable time period mentioned in Section 4(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 Section 6 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall obligate have received the Company to pay any underwriting discounts copies of the supplemented or commissions in connection with any underwritten offering amended prospectus contemplated by Section 4(e) or the withdrawal of Registrable Securitiesthe stop order as contemplated by Section 4(k), as the case may be.
Appears in 1 contract
Samples: Registration Rights Agreement (Prommis Solutions Holding Corp.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person Investor may participate in any Underwritten Offering underwritten registration hereunder unless such Person Investor (i) agrees to sell such PersonInvestor’s Registrable Securities on the basis provided in any underwriting arrangements approved containing customary terms and condition and reasonably acceptable to RGF or RAC, as the case may be (including pursuant to the terms of any over-allotment or “green shoe” option requested by the Holders managing underwriter(s)) and to the Investors (with respect to their duties and obligations), provided that no Investor will be required to sell more than the number of a majority of the Registrable Securities included that such Investor has requested RGF or RAC, as the case may be, to include in such Underwritten Offering any registration, and (ii) completes and executes an all questionnaires, powers of attorney, custody agreements, indemnities, underwriting and lock-up agreements, and makes any required representations and warranties under the underwriting agreement in customary form and other documents customarily required under the terms of such underwriting agreement. Nothing arrangements; provided that no Investor included in this Section 6 any underwritten registration shall be construed required to create make any additional rights representations or warranties to RGF or RAC, as applicable, or the underwriters (other than representations and warranties regarding such Investor and such Investor’s intended method of distribution) or to undertake any indemnification obligations to RGF or RAC, as applicable, or the underwriters with respect thereto, except as otherwise provided herein.
(b) Each Investor that is participating in any registration hereunder agrees that, upon receipt of any notice from RGF of the happening of any event of the kind described in Section 3(d), such Investor will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such person’s receipt of Registrable Securities in any Person otherwise than the copies of a supplemented or amended prospectus as set forth hereincontemplated by Section 3(d).
(c) Nothing It shall be a condition precedent to the obligations of RGF or RAC to take any action pursuant to this Agreement with respect to the Registrable Securities held by any Investor that such Investor shall promptly furnish to RGF or RAC, as applicable, such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. Notwithstanding anything set forth in this Section 6 Agreement, RGF or RAC, as applicable, shall obligate have no obligation to include Registrable Securities for any Investor that does not provide the Company to pay any underwriting discounts or commissions information in connection with any underwritten offering of Registrable Securitiesthe preceding sentence.
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s): provided, that no holder of Conversion Shares will be required to sell more than the Registrable Securities included number of Conversion Shares that such holder has requested Borrower to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents as a selling stockholder is customarily required to deliver and are reasonably required under the terms of such underwriting agreement. Nothing arrangements; provided, that no holder of Conversion Shares included in this Section 6 any underwritten registration shall be construed required to create make any additional rights representations or warranties to Borrower or the underwriters (other than representations and warranties regarding such holder and such holder’s ownership of and title to the registration Conversion Shares being registered and the intended method of Registrable Securities in distribution) or to undertake any Person otherwise than as set forth hereinindemnification or “holdback” obligations to Borrower or the underwriters with respect thereto.
(cb) Nothing Each Person that is participating in any registration hereunder agrees that, upon receipt of any written notice from Borrower of the happening of any event of the kind described in paragraphs 3(e) and 3(k) above, such Person will forthwith discontinue the disposition of its Conversion Shares pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such paragraph 3(e). If Borrower gives any such written notice, the applicable time period mentioned in paragraph 3(b) during which a registration statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such written notice pursuant to this Section 6 shall obligate paragraph to and including the Company to pay any underwriting discounts date when each seller of a Conversion Share covered by such registration statement has received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by paragraph 3(e).
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering underwritten registration hereunder unless such Person (i) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of a majority any over-allotment or “green shoe” option requested by the managing underwriter(s), provided, that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Corporation to include in such Underwritten Offering any registration) and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements, and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided, that no holder of Registrable Securities included in any Person underwritten registration shall be required to make any representations or warranties to the Corporation or the underwriters (other than representations and warranties regarding the identity of such holder, its authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law) or to undertake any indemnification obligations to the Corporation or the underwriters with respect thereto, except as otherwise than as set forth herein.
(c) Nothing provided in this Section 6 shall obligate the Company 8 or otherwise with respect to pay any underwriting discounts or commissions in connection with any underwritten offering such representations and warranties given by such holder of Registrable Securities.
(b) Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Corporation of the happening of any event of the kind described in Section 5(e) above, such Person will immediately discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by Section 5(e). In the event the Corporation shall give any such notice, the applicable time period mentioned in Section 5(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 Section 9(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5(e).
Appears in 1 contract
Samples: Registration Rights Agreement (Contango Oil & Gas Co)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering hereunder underwritten registration pursuant to this Agreement unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders of a majority of Persons entitled, under the Registrable Securities included in provisions hereof, to approve such Underwritten Offering arrangements, and (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under by the terms of such underwriting agreementarrangements. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration Any Holder of Registrable Securities to be included in any Person otherwise than as set forth hereinunderwritten registration shall be entitled at any time to withdraw such Registrable Securities from such registration prior to its effective date in the event that such Holder shall disapprove of any of the terms of the related underwriting agreement.
(cb) Nothing Notwithstanding the priorities set forth in this Sections 2(c) and 3(b) above, but subject to the priority of the Holders of Mezzanine Registrable Securities set forth in clause (A) of Section 6 shall obligate 2(c)(ii) above, in the event that the managing underwriters in any underwritten Demand Registration or Piggyback Registration inform the Company in writing that the inclusion of any Other Registrable Securities therein would impair the marketability of the Registrable Securities to pay any underwriting discounts or commissions be included in such registration, the Company shall be required to include in such registration only such number of Other Registrable Securities as the managing underwriters determine would not negatively impair the Registrable Securities to be sold in connection with therewith. If any underwritten offering such event shall occur, the Holders of Institutional Registrable Securities shall be entitled to include in such registration, the number of Registrable SecuritiesSecurities that Holders of Other Registrable Securities would have been entitled to include in such registration but for such restriction described above (such Registrable Securities to be allocated pro rata among the Holders of Institutional Registrable Securities on the basis of the number of Registrable Securities requested to be included therein by each such Holder).
Appears in 1 contract
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering Registration hereunder which is underwritten unless such Person (ia) agrees to sell such Person’s Registrable Securities securities on the basis provided in any underwriting arrangements approved by the Holders Person or Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no holder of a majority of the Registrable Securities included in shall be required to sell more than the number of Registrable Securities such Underwritten Offering holder has requested to include) and (iib) completes and executes an all questionnaires, powers of attorney, custody agreements, stock powers, indemnities, underwriting agreement in customary form agreements and other documents required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided that no holder of Registrable Securities included in any Person otherwise underwritten Registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s title to the securities, such holder’s authority to sell such securities and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto that are materially more burdensome than those provided in Section 7.8. Each holder of Registrable Securities shall execute and deliver such other agreements as set forth herein.
(cmay be reasonably requested by the Company and the lead managing underwriter(s) Nothing in that are consistent with such holder’s obligations under Section 7.4, Section 7.5 and this Section 6 shall obligate 7.9 or that are necessary to give further effect thereto, and the Company shall execute and deliver such other agreements as may be reasonably requested by the lead managing underwriter(s) (if applicable) in order to pay effect any underwriting discounts or commissions in connection with Registration required hereunder. To the extent that any underwritten offering such agreement is entered into pursuant to, and consistent with, Section 7.4 and this Section 7.9, the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of Registrable Securitiesthe holders, the Company and the underwriters created pursuant to this Section 7.9.
Appears in 1 contract
Samples: Merger Agreement (CareMax, Inc.)
Participation in Underwritten Registrations. (a) One or more Holders may elect to retain an underwriter to conduct an Underwritten Offering of all or a portion of the Registrable Securities held by such Holders, which underwriter shall be selected by the Holders holding a majority of the Registrable Securities requested for inclusion in such Underwritten Offering. In the event any Holders elect to conduct an Underwritten Offering, such Holders shall promptly give notice to each other Holder and each such other Holder shall be entitled to participate in such Underwritten Offering subject to Subsection 6(b) below. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in such Underwritten Offering shall be allocated among the participating Holders on a pro rata basis based on the total number of Registrable Securities proposed to be sold in such Underwritten Offering by such Holders.
(b) No Person may participate in any Underwritten Offering registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s Registrable Securities 's securities on the basis provided in any underwriting arrangements approved by the Holders Company (including, without limitation, pursuant to the terms of a majority any over-allotment or "green shoe" option requested by the managing underwriter(s), except that no holder of the Registrable Securities included will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in such Underwritten Offering and any registration), (ii) completes and executes an all questionnaires, powers of attorney, indemnities, underwriting agreement in customary form agreements and other documents reasonably required under the terms of such underwriting agreement. Nothing in this Section 6 shall be construed to create any additional rights regarding the registration arrangements; provided, however, that no holder of Registrable Securities included in any Person otherwise underwritten registration will be required to make any representations or warran- ties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution, due and valid execution of any agreements relating to such offering, and good title to, and the absence of liens or encumbrances on, any Registrable Securities to be sold by such Stockholders in such registration, and to the extent that any underwriter or underwriters may require any Stockholder to make additional representations and warranties which the other participants in such underwritten offering have agreed to make, then such Stockholder will not be permitted to participate in such registration unless such Stockholder agrees to make the same representations and warranties, (iii) timely furnishes to the Company and/or the underwriters managing such registration, all information regarding such holder, the Registrable Securities held by such holder and its intended method of distribution of such Registrable Securities as set forth hereinthe Company or such underwriters reasonably request, and (iv) agrees (and such holder hereby agrees) to notify the Company and/or any underwriter managing such registration of any untrue statement of material fact contained in the prospectus in connection with such registration or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such prospectus in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein.
(cb) Nothing Each Person that is participating in any Registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 13(e) hereof, such Person will forthwith discontinue the disposition of its 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 13(e). In the event the Company will give any such notice, the applicable time period mentioned in Section 13(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 6 shall obligate 16(b) to and including the Company to pay any underwriting discounts date when each seller of a Registrable Security covered by such registration statement will have received the copies of the supplemented or commissions in connection with any underwritten offering of Registrable Securitiesamended prospectus contemplated by Section 13(e).
Appears in 1 contract
Samples: Stockholders' Agreement (Imperial Group Holding Corp.-1)
