Sales and Underwritten Offerings of the Registrable Securities Sample Clauses

Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, the Investors, collectively, shall, following the Demand Effective Date, and subject to the limitations set forth in this Section 2.2, be permitted one underwritten public offering per calendar year, but no more than three underwritten public offerings in total, to effect the sale or distribution of Registrable Securities.
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Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, the Investors, collectively, shall and subject to the limitations set forth in this Section 2.2, be entitled to demand up to two underwritten public offerings to effect the sale or distribution of Registrable Securities during the term of this Agreement; provided that the Investors and the Other Investors shall be entitled to not more than an aggregate of two underwritten public offerings per calendar year pursuant to this Section 2.2 or Section 2.2 of the Other RRAs.
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Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, and provided that an Investor could reasonably be deemed to be an “affiliate” of the Company at such time (as such term is defined and used in Rule 144, assuming that all convertible securities (whether equity, debt or otherwise) have been converted into Common Stock), such Investors, collectively, shall and subject to the limitations set forth in this Section 2.2, be permitted (i) one Underwritten Offering per calendar year, but no more than three Underwritten Offerings in total, and (ii) no more than two Underwritten Offerings or Block Trades in any twelve month period, to effect the sale or distribution of Registrable Securities.
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Sales and Underwritten Offerings of the Registrable Securities. (a) If the Company proposes to conduct an Underwritten Offering for its own account or for the account of any other person, each Specified Investor shall have the right to include in such Underwritten Offering all or part of the Registrable Securities held by such Specified Investor, subject to the provisions of Section 2.2(b) and solely to the extent such Registrable Securities can be sold pursuant to the Registration Statement or a Replacement Registration Statement (the “Piggyback Rights”). Except as otherwise provided in Section 2.3, to the extent a Specified Investor is entitled to Piggyback Rights hereunder, the Company shall promptly, but in no event less than five Business Days prior to any such Underwritten Offering (or, in the event of an Underwritten Offering that will be executed as an “overnight” or “bought” deal, no less than two Business Days prior to the commencement of such Underwritten Offering), give written notice to such Specified Investor (so long as such Specified Investor continues to hold at least 50% of the sum of (x) the shares of Common Stock issued to such Specified Investor in the PIPE Investment and (y) any shares of Common Stock or shares of Series A Preferred Stock (including any shares of Common Stock issued upon conversion thereof) distributed to such Specified Investor by Arq) of its intention to conduct such Underwritten Offering. If a Specified Investor is entitled to Piggyback Rights hereunder and wishes to exercise its Piggyback Rights it shall deliver to the Company a written notice (i) within two Business Days after the receipt of the Company’s notice or (ii) at least one day prior to the first use of a preliminary prospectus in connection with such Underwritten Offering, whichever is earlier. A Specified Investor’s written notice shall specify the number of Registrable Securities intended to be disposed of by such Specified Investor. If a Specified Investor is entitled to Piggyback Rights hereunder, the Company will, subject to Section 2.2(b), use its commercially reasonable efforts to effect the registration under the Securities Act of, and to include in the Underwritten Offering, all Registrable Securities which the Company has been so requested to register by the applicable Specified Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered and sold; provided that if, at any time after giving written notice of its intention to conduct the Underwritten Offering...
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Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, each Investor, shall, and subject to the limitations set forth in this Section 2.2, be permitted (i) one (1) Underwritten Offering per calendar year, but no more than three (3) Underwritten Offerings in total under the term of the Agreement, (ii) no more than two (2) Block Trades in total under the term of the Agreement (which, for avoidance of doubt, the cap is intended to cover where the Company will specifically be a party to the block trade sales agreement) and (iii) no more than two (2) Underwritten Offerings or Block Trades in any twelve (12)-month period, to effect the sale or distribution of Registrable Securities.
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Sales and Underwritten Offerings of the Registrable Securities. (a) If the Investors intend to effect an underwritten public offering to sell or otherwise distribute Registrable Securities pursuant to the Resale Registration Shelf or the Company Registration Shelf, they shall provide the Company as much notice to the Company as reasonably practicable (and in any event not less than seven (7) business days prior to the Investors’ request that the Company file a prospectus supplement to a Resale Registration Shelf or Company Registration Shelf).
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Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, the BBA Investors, on the one hand, and the Perlroth Investor, on the other hand, shall, subject to the limitations set forth in this Section 2.2, each be permitted (i) one Underwritten Offering per calendar year, but no more than three Underwritten Offerings in total, and (ii) no more than two Underwritten Offerings or Block Trades in any twelve month period, to effect the sale or distribution of Registrable Securities.
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Sales and Underwritten Offerings of the Registrable Securities. (a) Once a Resale Registration Shelf filing has been declared effective, the Investor may request, and the Company shall be required to facilitate, subject to the limitations set forth in this Section 2.2, an unlimited number of underwritten public offerings with respect to each such Resale Registration Shelf, to effect the sale or distribution of Registrable Securities.
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Sales and Underwritten Offerings of the Registrable Securities. (a) Notwithstanding any provision contained herein to the contrary, at any time after the Company receives the Required Shareholder Approval, the Investor shall, and subject to the limitations set forth in this Section 2.2 and following the Company’s receipt of the Required Shareholder Approval, be permitted one underwritten public offering per calendar year, but no more than two underwritten public offerings total to effect the sale or distribution of Registrable Securities.
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Related to Sales and Underwritten Offerings of the Registrable Securities

  • Underwritten Offerings Each holder of Registrable Securities hereby agrees with the Company and each other such holder that no holder of Registrable Securities may participate in any underwritten offering hereunder unless (a) the Company gives its prior written consent to such underwritten offering, (b) the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company, (c) each holder of Registrable Securities participating in such underwritten offering agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled selecting the managing underwriter or underwriters hereunder and (d) each holder of Registrable Securities participating in such underwritten offering completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each holder of Registrable Securities that, to the extent it consents to an underwritten offering hereunder, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions and auditor “comfort” letters.

  • Piggyback Underwritten Offerings In the case of a registration pursuant to Section 2.2 which involves an underwritten offering, the Company shall enter into an underwriting agreement in connection therewith and all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. Any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder 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 Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

  • Requested Underwritten Offerings If the Initiating Holders request an underwritten offering pursuant to a registration under Section 2.1 (pursuant to a request for a registration statement to be filed in connection with a specific underwritten offering or a request for a shelf takedown in the form of an underwritten offering), the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein (it being understood that an underwriting agreement in substantially the form of the underwriting agreement for the IPO shall be deemed to satisfy the foregoing requirements). Any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. Each such Participating Holder 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 Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall be limited to the amount of the net proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the registration statement and shall be limited to liability for written information specifically provided by such Participating Holder.

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