Piggyback Offering Clause Samples
A Piggyback Offering clause allows certain shareholders to include their shares in a company’s public or private securities offering initiated by the company or other shareholders. When the company decides to register or sell its own shares, shareholders with piggyback rights are notified and given the opportunity to participate by selling their shares alongside the primary offering, typically on a pro-rata basis. This clause ensures that minority or non-controlling shareholders can benefit from liquidity events and prevents them from being excluded from significant sales opportunities.
POPULAR SAMPLE Copied 1 times
Piggyback Offering. (a) Following the occurrence of an Event of Default, if the Partnership shall at any time propose to conduct an offering (proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership for cash (other than an offering relating solely to an employee benefit plan) (a “Piggyback Offering”), the Partnership shall give the Noteholder Representative notice thereof and shall use its reasonable commercial efforts to conduct such Piggyback Offering in a manner that would permit the inclusion of Registrable Securities in such Piggyback Offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by the Noteholder Representative as the Noteholder Representative requests in writing. If the proposed Piggyback Offering pursuant to this Section 2.2(a) shall be an Underwritten Offering and the Managing Underwriter(s) of such offering advise the Partnership and the Noteholder Representative that, in the good faith judgment of the Managing Underwriter(s), the inclusion of all or some of the Registrable Securities would adversely and materially affect the success of the Piggyback Offering, the Partnership shall include in such Piggyback Offering only that number or amount, if any, of Registrable Securities that, in the good faith judgment of the Managing Underwriter(s), will not so adversely and materially affect the Piggyback Offering.
Piggyback Offering. If, at any time after the 30-month anniversary of the Effective Date (or in connection with any Lock-up Exception Offering permitted under clause 5.02(a)(viii)), the Company proposes or is required to effect an Underwritten Offering of Equity Securities of the Company for (a) the Company’s own account (other than (i) pursuant to an offering on Form S-4 or S-8 (or any substitute or similar form that may be adopted by the SEC) or (ii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Common Shares (other than the Investors) pursuant to a demand offering requested by such holder, then the Company will give written notice of such proposed filing to the Investors’ Representative not less than 10 business days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 business days after delivery of any such notice by the Company, of the Investors to include Registrable Securities in such Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall, subject to Section 3.03, include all such Registrable Securities in such Underwritten Offering, on the same terms and conditions as the Company’s or such other holder’s Company Common Shares (a “Piggyback Offering”); provided, however, that if, at any time after giving written notice of such proposed Underwritten Offering and prior to the effecting of such Underwritten Offering, the Company or such other holder shall determine for any reason not to proceed with the proposed Underwritten Offering of the Company Common Shares or delay the Underwritten Offering of the Company Common Shares, then the Company will give written notice of such determination to the Investors’ Representative and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Common Shares, shall be relieved of its obligation to offer any Registrable Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Common Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Common Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purpo...
Piggyback Offering. In the event that the Company proposes to undertake a public underwritten offering of its Ordinary Shares for its own account and for the primary purpose of raising cash proceeds, pursuant to an effective registration statement other than a registration statement on Form S-4 or Form S-8, the Company shall consider in good faith offering the Holders the opportunity to sell all or a portion of their Registrable Securities in such underwritten offering after taking into consideration factors the Company deems relevant in conducting its offering, including, but not limited to, the timing of the proposed offering, the Company’s financing objectives, the number of Holders at such time and the difficulty of including any Holders that wish to participate in such offering. Compliance by the Company of its obligations under this Section 2.2 shall not relieve the Company of its obligations contemplated by Section 2.1 hereof and inclusion of Registrable Securities in an underwritten offering pursuant to this Section 2.2 shall not constitute a Permitted Underwritten Offering under Section 2.1(f).
Piggyback Offering. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 4.3 and such securities are to be distributed in an Underwritten Offering of Common Stock through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 4.2 and subject to the provisions of Section 4.2(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders of Registrable Securities 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 agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any 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 Registrable Securities and such Holder’s intended method of distribution or any other representations required to be made by the 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.