Piggy-Back Right Sample Clauses

Piggy-Back Right. The Beneficiary shall then be entitled (the "Piggy-Back Right") to require the Buyer to purchase all and not less than all of the Beneficiary's Shares and Convertible Securities, as the case may be, (the "Piggy-Back Securities").
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Piggy-Back Right. In addition to compliance with the provisions of Article Six, if at any time one or more Shareholders (in this Article Seven the "Selling Shareholders") propose to sell the Shares owned by them, which Shares constitute more than 27% of the then outstanding Shares of the Corporation, to a Third Party Purchaser and enter into a purchase and sale agreement to do so, the Selling Shareholders shall forthwith upon signing such agreement of purchase and sale (which shall be at least 30 days prior to the date specified for completion of the transaction of purchase and sale to the Third Party Purchaser, or such shorter period as agreed to by all Shareholders), give written notice (in this Article 7, the "Piggy-Back Notice') to the Corporation and the other Shareholders setting forth the purchase price for the Shares and any other terms and conditions of the sale and a true copy of the agreement with the Third Party Purchaser. It is understood and agreed that the terms and conditions of any such sale must include the right of the other holders of Shares selling the Shares (or having them purchased by the Corporation) at the closing of the transaction of purchase and sale contemplated in the Piggy-Back Notice. The Piggy-Back Notice shall further state that each of the other Shareholders shall have the option to sell to the Third Party Purchaser up to all of its Shares, simultaneously with and conditional upon the completion of the transaction of purchase and sale with the Third Party Purchaser and at the same price as the Third Party Purchaser is paying for such Shares and on the same terms and conditions as set forth in the Piggy-Back Notice.
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Piggy-Back Right. (a) If, after compliance with Section 8.5, a Selling Member proposes to Transfer all or portion of its Interest (including by way of an indirect Transfer under Section 8.3) to any Person (a "Proposed Buyer") (a "Piggy Back Transaction"), this Section 8.6 shall apply (b) The Selling Member will provide a notice (a "Piggy Back Notice") to the Notified Member of the intention to complete the Piggy Back Transaction at least thirty-five (35) days prior to completion of the Piggy Back Transaction, and, concurrently therewith, shall provide to Notified Member a written, binding offer from the Proposed Buyer to purchase a proportionate share of the Interest held by the Notified Member at and for the same price, for the same form of consideration and on the identical terms and conditions upon which the Selling Member proposes to sell its Interest, such offer to be open for acceptance by the Notified Member (the "Piggy Back Right") for a period ending fifteen (15) Business Days after delivery of the Piggy Back Notice. (c) If the Notified Member exercises its Piggy Back Right, the Selling Member will ensure that the Proposed Buyer will acquire the proportionate Interest held by the Notified Party (to the extent that the Piggy Back Right is exercised) concurrently with and as a condition precedent to the closing of the Piggy Back Transaction. (d) In the event the Remaining Member does not exercise its Piggy Back Right, it shall be prohibited from engaging in any discussions with regards to the sale of their Interest with the Third Party for a period of six (6) months from the date the Piggy-Back Notice was delivered.
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Piggy-Back Right. A piggy-back right (also known as a right to come along, a right to tag along or a co-sale right) provides that if any Shareholder is proposing to sell its issued and outstanding Shares to a third Person under a third Person offer, that Shareholder must obtain offers from that third Person to purchase the issued and outstanding Shares of the Other Shareholders on the same terms and conditions. A piggy-back right provision is typically used in conjunction with a right of first refusal provision, which provides that the Shareholder that is proposing to sell its Shares under a third Person offer can require the Other Shareholders to sell their Shares. If, at any time, [founder] (in this Section 6.4, the “Founder”) obtains from any Person [delete as appropriate: with which the Founder is dealing at Arm’s Length] (in this Section 6.4 a “Third Party”) a bona fide offer (a “Sell-Down Offer”) to purchase the issued and outstanding Shares held by the Founder and if the Founder wishes to accept the Sell-Down Offer, the Founder shall, unless it elects to exercise its rights under Section 6.5 with respect to that offer (in which case the Founder may elect whether to deliver a Drag Along Offer in accordance with Section 6.5 or a Piggy-Back Offer in accordance with this Section 6.4), before any acceptance of the Sell-Down Offer, obtain from the Third Party a bona fide irrevocable offer addressed to the other Shareholders (in this Section 6.4, the “Other Shareholders”) containing terms identical (except as contemplated in this Section 6.4) to those contained in the Sell-Down Offer to purchase the issued and outstanding Shares held by the Other Shareholders (the “Piggy-Back Offer”). The Piggy-Back Offer shall offer to purchase at least the same proportion of the total issued and outstanding Shares held by each Other Shareholder that the number of issued and outstanding Shares subject to the Sell-Down Offer bears to the total issued and outstanding Shares owned by the Founder, and shall provide that the purchase of the issued and outstanding Shares of the Other Shareholders is conditional on the purchase of issued and outstanding Shares held by the Founder. The Founder shall deliver the Piggy-Back Offer to each Other Shareholder, together with a copy of the Sell-Down Offer.
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Piggy-Back Right. (a) Except as provided in Section 3.4, if at any time the Board of Directors approves a Sale of the Company (an “Approved Sale”), the Corporation shall, at least 20 days prior to the Approved Sale, give notice (a “Sale Notice”) to the Management Representatives (as hereinafter defined) on behalf of the Managementholders describing the terms of the Approved Sale in reasonable detail, including the identity of the proposed purchaser, and stating that each Managementholder has (and each Managementholder shall then have) the option to sell to the proposed purchaser his Managementholder’s Stock, simultaneously with and conditional upon the closing of the Approved Sale, at the price per share and on the other terms consistent with the rights and preferences of the Common Stock set forth in the Corporation’s Certificate of Incorporation as is reasonably determined by the Board of Directors. (b) The option pursuant to subsection (a) shall be exercised by notice to the Corporation given not later than the date specified therefor in the Sale Notice, which shall be not less than 10 business days after such Sale Notice is given. If a Managementholder gives notice of his election to sell he shall be obligated to sell the shares of Managementholders’ Stock specified in his notice upon the terms specified in subsection (a) to the proposed purchaser, conditional upon the closing of the Approved Sale. (c) If the proposed purchaser pursuant to the Approved Sale has specified a limited number of shares of Common Stock which it is willing to purchase in the aggregate, each Managementholder shall have the right to sell to the proposed purchaser up to that number of shares of Common Stock which is in the same proportion to all shares of Common Stock being purchased by the proposed purchaser as the number of shares of Common Stock then owned by such Managementholder is of the total number of shares of Common Stock then outstanding (in each case, assuming the conversion or exchange of all securities convertible into or exchangeable for Common Stock).
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Piggy-Back Right. In the event that a Partner delivers a Transfer Notice as described in Section 7.6, the Non-Transferring Partners and each other Partner shall also have the right to elect, such right also to be exercised in the Transfer Acceptance Notice described in Section 7.6, to sell its Partnership Interest to the Transferee specified in the Transfer Notice, on the same terms and conditions (adjusted on a pro-rata basis to take into account the relative Percentage Interests of the Partners) as specified in the Transfer Notice. If the Non-Transferring Partner or any such other Partner delivers a timely Transfer Acceptance Notice exercising its right to sell its Partnership Interest, the Transferor shall cause the Transfer of the Partnership Interests of both the Transferor and Partners so electing, to the proposed Transferee, on or before thirty (30) days after the end of the Transfer Notice Period. The Transferor shall in such event have no right to modify any of the terms of the proposed Transfer without the prior written consent of each of the Non-Transferring Partners, which consent may be withheld or delayed in the sole discretion of the Non-Transferring Partners. In the event such Transfers are not consummated on or before the end of such thirty (30) day period, the Transferor's right to Transfer shall again become subject to Section 7.6 and this Section 7.7 hereof, and a new Transfer Notice must be delivered.
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Piggy-Back Right. A Shareholder shall not be entitled to deliver a First Refusal Notice unless the Third Party Offer contains, or is accompanied by, an offer by the Third Party to purchase all the Securities and Shareholder’s Debt, if any, held by the Other Shareholder (the “Piggy-Back Offer”). The Piggy-Back Offer shall contain terms and conditions identical to those contained in the Third Party Offer, except that the obligations of the Third Party under the Piggy- Back Offer may be conditional upon completion of the transaction contemplated by the Third Party Offer. The Piggy-Back Offer shall be irrevocable and shall be open for acceptance by the Other Shareholder for the thirty (30) day period referred to in Section 7.3.
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Piggy-Back Right. 6.4.1 A Special Partner shall not be entitled to Transfer any portion of its Interest pursuant to a Third Party Offer to Purchase unless such offer contains an offer by the Third Party to all the other Special Partners to purchase the other Special Partner’s Interest or, if the Selling Partner is only selling a portion of its Interest, a percentage of the Interest of the other Special Partners equal to the percentage sold by the Selling Partner (the “Piggy-Back Offer to Purchase”). The Piggy-Back Offer to Purchase shall contain terms and conditions identical to those contained in the Third Party Offer to Purchase. The Piggy-Back Offer to Purchase shall be irrevocable and shall be open for acceptance by the Non-Selling Partners for the Acceptance Period. 6.4.2 A Special Partner shall not be entitled to transfer its Interest pursuant to a Third Party Offer to Sell unless such offer contains the obligation for the Third Party to purchase concurrently the Interest of the other Special Partners or, if the Selling Partner is only selling a part of its Interest, a percentage of the Interest of the other Special Partners equal to the percentage sold by the Selling Partner on the same terms and conditions as those applying to the sale of the Interest of the Selling Partner. For such purpose, the Selling Partner shall cause the other Special Partners to be delivered with a copy of the Third Party Offer to Sell forthwith upon the Selling Partner receiving such Third Party Offer to Sell. 6.4.3 A party electing to exercise its rights under this Section 6.4 shall cooperate in taking all such actions as may be necessary to permit a sale to be completed within the applicable time limits specified in Sections 6.2.3 and 6.3.3, as the case may be.
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Related to Piggy-Back Right

  • Piggy-Back Rights If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

  • Piggyback Rights If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

  • Piggy-Back Registration Rights (a) The Company shall give the Holder at least 30 days’ prior written notice of each filing by the Company of a registration statement with the Securities and Exchange Commission (the “Commission”). If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by an Holder), register all or, at Holder’s option, any portion of the Holder’s shares of common stock received upon conversion of the Shares (the “Common Stock Shares”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Common Stock Shares through the securities exchange, if any, on which the Company’s common stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Common Stock Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell and second, the Common Stock Shares requested to be included in such registration, to the extent permitted by the managing underwriter. (b) In the event of a registration pursuant to these provisions, the Company shall use its reasonable best efforts to cause the Common Stock Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as the Holder may reasonably request; provided, however, that the Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Common Stock Shares covered thereby. (d) In the event of a registration pursuant to the provisions of this section, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Common Stock Shares included in such registration. (e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock Shares or securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. The Holder shall suspend all sales of the Common Stock Shares upon receipt of such notice from the Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company. (h) If requested by the underwriter for any underwritten offering of Common Stock Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Holder’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided below.

  • Piggy Back Registration (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must provide to the Company all information, and take all action, the Parent reasonably requests with reasonable advance notice, to enable it to comply with any applicable law or regulation or to prepare the registration statement that will cover the Shares that will be included in the registration. (c) The Company will pay all Registration Expenses (as defined below) in connection with the registration of the Shares pursuant to this Section 7. For purposes of this Warrant, the term "Registration Expenses" shall mean all expenses incurred by the Company in complying with this Section 7, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state Blue Sky fees and expenses, transfer agent fees, cost of engraving of stock certificates, costs for mailing and tombstone advertising, cost of preparing the registration statement, related exhibits, amendments and supplements thereto, underwriting documents, selected dealer agreements, preliminary and final prospectuses, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts and selling commissions attributable to the Shares and the fees and expenses of the Holder's own counsel and accountants, which shall be borne by the Holder.

  • Right of Withdrawal in Demand Registration If any Holder of Registrable Securities (other than the Initiating Holder(s)) disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Fund and the Underwriters’ Representative proposing to distribute their securities through the underwriting, delivered at least twenty (20) days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.

  • Unlimited Piggy-Back Registration Rights For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

  • Piggyback Registration Rights To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the second (2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ten (10) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within five (5) business days after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration.

  • Demand Registration Rights (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders, agrees to register on one occasion all of the Registrable Securities. On such occasion, the Company will file a registration statement or a post-effective amendment to the Registration Statement covering the Registrable Securities within forty-five (45) days after receipt of a Demand Notice and use its Reasonable Best Efforts to have such registration statement or post-effective amendment declared effective as soon as possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Notice if the Company has filed a registration statement with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until thirty (30) days after such offering is consummated. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days from the date of the receipt of any such Demand Notice. (b) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 8.2(a), but the Holders shall pay all any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. The Company agrees to use its Reasonable Best Efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Majority Holder(s); provided, however, that in no event shall the Company be required to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to register, license or qualify to do business in such state, submit to general service of process in such state or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii) the principal stockholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall cause any registration statement or post-effective amendment filed pursuant to the demand right granted under Section 8(a) to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective amendment. The Holders shall only use the prospectuses provided by the Company to sell the Registrable Securities covered by such registration statement, and will immediately cease to use any prospectus furnished by the Company if the Company advises the Holder that such prospectus may no longer be used due to a material misstatement or omission.

  • Piggy-Back Registrations If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

  • Marketing Limitation in Demand Registration Notwithstanding any other provision of this Section 3, in the event the Underwriters’ Representative advises the Fund in writing that market factors (including the aggregate number of RVMTP Shares requested to be Registered, the general condition of the market, and/or the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holder(s)); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and PIMCO Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of the Registrable Securities included in any such underwriting shall not be reduced to less than 90% of the number of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.

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