Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder. (ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 4 contracts
Samples: Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration registration, FIRST by removing from such registration securities owned, first eliminating any shares included by the Company and second by Company, SECOND as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 4 contracts
Samples: Registration Rights Agreement (General Atlantic Partners LLC), Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/), Registration Rights Agreement (General Atlantic Partners LLC)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all (x) any of the Initiating Holders so electelects for itself or (y) with respect to any given trading day, a Designated Holder proposes to sell or dispose of more than the Daily Trade Amount and the Company's board of directors determines in good faith that it is necessary for an orderly distribution to be made pursuant to a firm commitment underwritten offering, then the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of, and such Designated Holder or Designated Holders shall be obligated to sell or dispose of its or their Registrable Securities pursuant to, a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 4 contracts
Samples: Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc), Registration Rights Agreement (Critical Path Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration or Short-Form Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration or Short-Form Registration under this Section 3 (including any request pursuant to Section 3(d)) involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter Underwriter, in its good faith judgment, advises the Company in its reasonable opinion writing that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large exceeds the number of securities which can be sold in such offering within a price range acceptable to have the holders of a material adverse effect on majority of the success of Registrable Securities requested to be included in such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) aboveshall include first, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such underwritten offering such that less than seventy-five percent by the Holders (75%) including the Initiating Holders), as a group, pro rata, based on the number of the Registrable Securities requested to be included beneficially owned by any Initiating Holder are ultimately included in and sold pursuant to each such Demand RegistrationHolders and, second, the Initiating Holder shall have the right to require equity securities offered by the Company to effect an additional Demand Registrationfor its own account; provided, however, that, in the event that, due to a cutback in accordance with this clause (f), a Demand Initiating Holder is unable to sell all of the Registrable Securities initially proposed to be sold by such Demand Initiating Holder pursuant to a Demand Registration, such Demand Initiating Holder shall be entitled to request to withdraw its demand or reduce the number of Registrable Securities subject to such demand; provided further, however, that (i) such request must be made in writing prior to the execution of the underwriting agreement with respect to such registration and (ii) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Demand Initiating Holder shall no event longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced; provided, further that if a Demand Initiating Holder is unable to include in the requested registration at least 90% of the Registrable Securities initially proposed to be included by such Demand Initiating Holder pursuant to such registration, such registration shall the aggregate number neither constitute a Demand Registration nor count against such Demand Initiating Holder’s limit of Demand Registrations to be effected by the Company for any one under Section 3(a) if such Demand Initiating Holder exceed two (2)withdraws its demand for registration.
Appears in 4 contracts
Samples: Registration Rights Agreement (ESH Hospitality, Inc.), Registration Rights Agreement (ESH Hospitality LLC), Registration Rights Agreement (Extended Stay America, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and any holder of capital stock of the Company who is not a Designated Holder, second by as to the Designated Holders (including the Initiating Holders) Investors as a group, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes Investor and third as to Blackstone Holders and Wassxxxxxxx Xxxders as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) above, pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included then owned by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)each.
Appears in 3 contracts
Samples: Share Purchase Agreement (Collins & Aikman Corp), Share Purchase Agreement (Cypress Capital Advisors LLC), Stock Purchase Agreement (Cypress Capital Advisors LLC)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Holder Stockholder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Stockholders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Company requested by any other holders thereof to be included in such registration by removing from such registration securities ownedregistration, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata among such other holders based on the number of Registrable Securities owned securities held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andholder, pursuant except to Section 3(e)(i) above, the Approved Underwriter advises the Company extent any such holders have agreed under existing agreements to reduce the aggregate amount of Registrable Securities requested grant priority with regard to be included participation in such offering such that less than seventy-five percent (75%) to any other holders of securities of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in Company, and sold pursuant to such Demand Registrationthird, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Ply Gem Holdings Inc), Registration Rights Agreement (Ply Gem Holdings Inc)
Underwriting Procedures. (i) If the Company or Initiating Holder to which the Initiating Holders holding a majority requested Demand Registration relates so elects, the offering of the such Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) all Registrable Securities that the Initiating Holder proposes to register (including, in the case of Whitney, Registrable Securities held by the Individual Investors) shall reduce be included in the amount registration up to the Approved Underwriter Amount, (ii) to the extent that the number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second Initiating Holder is less than the Approved Underwriter Amount, securities proposed to be registered by the Designated Holders (including other than the Initiating HoldersHolder) pro rata shall be included ratably in the registration based on the amounts of Registrable Securities sought to be registered by such Designated Holders in their request for participation in the Demand Registration and (iii) to the extent that the number of Registrable Securities owned by each such Designated Holder.
to be included under clauses (i) and (ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, above is less than the Approved Underwriter advises Amount, securities that the Company proposes to reduce register shall also be included in the aggregate amount registration. If, as a result of the proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included in, such Designated Holder may elect to withdraw his request to include Registrable Securities in such offering such that less than seventy-five percent (75%) of registration or may reduce the Registrable Securities number requested to be included by any Initiating Holder are ultimately included included; PROVIDED, HOWEVER, that (x) such request must be made in and sold pursuant writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such Demand Registration, the Initiating Holder registration and (y) such withdrawal or reduction shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 3 contracts
Samples: Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc), Registration Rights Agreement (Carescience Inc)
Underwriting Procedures. (i) If the Company or the applicable Demand Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders Holder so electelects, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any a Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Demand Initiating Holders Holder and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms, subject to Section 7(a)), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion good faith that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount of Registrable Securities to be included in effect, first, such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned of the Designated Holders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Holders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) aboveand second, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 3 contracts
Samples: Registration Rights Agreement (Cott Corp /Cn/), Registration Rights Agreement (Cott Corp /Cn/), Merger Agreement (Cott Corp /Cn/)
Underwriting Procedures. (i) If the Company or the Initiating CCG Holders or Initiating Management Holders, as the case may be, holding a majority of the Registrable Securities held by all of the applicable Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the applicable Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the applicable Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company and second by for its own account; second, as to the Designated Registrable Securities of Holders (including the who are not Initiating Holders) , as a group, if any, pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an party; and third, as to the Registrable Securities of the Initiating Holder makes Holders, as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) above, pro rata within such group based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationparty; provided, however, that any party whose right to participate in no event shall the aggregate number such offering is reduced by greater than thirty percent (30%) may withdraw all of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)its Registrable Securities from such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Pangaea Logistics Solutions Ltd.), Registration Rights Agreement (Pangaea Logistics Solutions Ltd.), Registration Rights Agreement (Quartet Merger Corp.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 3 contracts
Samples: Registration Rights Agreement (Trinet Group Inc), Registration Rights Agreement (Ssa Global Technologies, Inc), Registration Rights Agreement (Vimicro International CORP)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company for its own account; second, as to the Registrable Securities of Holders who are not Initiating Holders, as a group, if any; and second by third, as to the Designated Holders (including Registrable Securities of the Initiating Holders) , as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationparty; provided, however, that any party whose right to participate in no event shall the aggregate number such offering is reduced by greater than thirty percent (30%) may withdraw all of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)its Registrable Securities from such registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (Harbinger Group Inc.), Registration Rights Agreement (Spectrum Brands Holdings, Inc.), Registration Rights Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
Underwriting Procedures. (iThe right of any Holder to be included in a Piggyback Offering pursuant to Section 3(b)(i) If shall be conditioned upon such Holder’s participation in, and the Company or the Initiating Holders holding a majority inclusion of the such Holder’s Registrable Securities held by all of the Initiating Holders so electin, the Company underwriting arrangements with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall use all commercially reasonable efforts to cause such Demand Registration to be (together with the Company) enter into an underwriting agreement in customary form with the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering Piggyback Offering by the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Holder shall be required to make any representations or warranties to or agreements with the Approved Underwriter selected in accordance with Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the indemnification provided to the Company under Section 3(f3(h). In connection with Notwithstanding any Demand Registration under other provision of this Section 3 involving an underwritten offering3(b)(ii), none if the managing underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed to timely elect to sell their Registrable Securities held by any Designated Holder making a request for inclusion through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of such shares that may be included in the underwriting shall be allocated:
(A) first, to the Company;
(B) second, to the Holders who have requested to sell their Registrable Securities pursuant in the Piggyback Offering and all other selling stockholders who have rights of registration on parity with the Holders and have requested to Section 3(bsell securities in the Piggyback Offering, on a pro rata basis according to the number of shares requested to be included; and
(C) hereof then, to any other selling stockholders who have registration rights and have requested to sell securities in the Piggyback Offering. No Registrable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall be included in such underwritten offering unless such Designated the Piggyback Offering. If any Holder accepts disapproves of the terms of the offering as agreed upon underwriting arrangements with respect to a Piggyback Offering, such Holder may elect to withdraw therefrom by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested written notice to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationmanaging underwriter; provided, however, that in no event such withdrawal must be made at a time prior to the time of the pricing of the Piggyback Offering. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such Piggyback Offering; provided, however, that, if by the aggregate withdrawal of such Registrable Securities a greater number of Demand Registrations Registrable Securities held by other Holders may be included in such Piggyback Offering (up to be effected the maximum of any limitation imposed by the underwriters), then the Company for any one Initiating Holder exceed two (2)shall offer to all Holders who have included Registrable Securities in the Piggyback Offering the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportions described above.
Appears in 3 contracts
Samples: Registration Rights Agreement (Hall of Fame Resort & Entertainment Co), Registration Rights Agreement (Hall of Fame Resort & Entertainment Co), Registration Rights Agreement (Hall of Fame Resort & Entertainment Co)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) each Designated Holder shall reduce be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the amount Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration and (ii) to the extent that the number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, is less than the Approved Underwriter advises Amount, securities that the Company proposes to reduce register shall also be included. If, as a result of the aggregate amount proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included included, such Designated Holder may elect to withdraw his request to include Registrable Securities in such offering such that less than seventy-five percent (75%) of registration or may reduce the Registrable Securities number requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationincluded; provided, however, that (x) such request must be made in no event writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 3 contracts
Samples: Registration Rights Agreement (Terfin International LTD), Registration Rights Agreement (Three Cities Fund Ii Lp), Registration Rights Agreement (Teribe LTD/Three Cities Holdings LTD)
Underwriting Procedures. (i) If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially its reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 2 contracts
Samples: Registration Rights Agreement (Prime Response Group Inc/De), Registration Rights Agreement (Prime Response Inc/De)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by first, as to the Company, second, as to any other stockholders of the Company and second by who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and third, as to the (including i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders) Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities or other similar securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in or each such offering such that less than seventy-five percent (75%) other stockholder of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tickets Com Inc), Stock Purchase Agreement (Tickets Com Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company and second by for its own account; second, as to the Designated Registrable Securities of Holders (including the who are not Initiating Holders) , as a group (if any), pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder.
party; and third, as to the Registrable Securities of the Initiating Holders, as a group (ii) If an Initiating Holder makes a request for a Demand Registration andif any), pursuant to Section 3(e)(i) above, pro rata within such group based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationparty; provided, however, that any party whose right to participate in no event shall the aggregate number such offering is reduced by greater than thirty percent (30%) may withdraw all of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)its Registrable Securities from such registration.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Australia Acquisition Corp), Registration Rights Agreement (Harbinger Group Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section Section 3(f). In connection with any Demand Registration under this Section Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 2 contracts
Samples: Registration Rights Agreement (Trinet Group Inc), Shareholder Agreement (Trinet Group Inc)
Underwriting Procedures. (i) If the Company or Demanding Holder so elects, the Initiating Holders holding a majority offering of the such Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offeringoffering (including an adverse effect on the price thereof), then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "Approved Underwriter Amount"), and (i) in the case of a Wellspring Demand Registration, (a) each Holder shall reduce be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the amount Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Holders in their requests for participation in the requested Wellspring Demand Registration and (b) to the extent that the number of Registrable Securities to be included by the Holders is less than the Approved Underwriter Amount, the Company or stockholders other than the Holders shall be entitled to have included securities that are proposed to be registered in accordance with the last sentence of Section 3(a), and (ii) in the case of a Coinvestor Demand Registration, (a) the Demanding Holder shall be entitled to have included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andwhich it seeks to include therein, pursuant up to Section 3(e)(i) above, the Approved Underwriter advises Amount, (b) to the Company to reduce extent that the aggregate amount number of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating the Demanding Holder are ultimately is less than the Approved Underwriter Amount, each other Holder shall be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the excess of the Approved Underwriter Amount over the amount sought to be included therein by the Demanding Holder, as based on the amounts of Registrable Securities sought to be registered by such other Holders in their requests for participation in the requested Demand Registration and sold pursuant (c) to such Demand Registrationthe extent that the number of Registrable Securities to be included by the Demanding Holder and the other Holders is less than the Approved Underwriter Amount, the Initiating Holder Company or stockholders other than the Holders shall be entitled to have the right to require the Company to effect an additional Demand Registration; provided, however, included securities that in no event shall the aggregate number of Demand Registrations are proposed to be effected by registered in accordance with the Company for any one Initiating Holder exceed two (2last sentence of Section 3(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Wellspring Capital Management LLC), Registration Rights Agreement (Ontario Teachers Pension Plan Board)
Underwriting Procedures. (i) If the Company or Demanding Holder so elects, the Initiating Holders holding a majority offering of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such a Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an firm commitment underwritten offering, none of the Registrable Securities held by any Designated Holder making Company shall enter into a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities Shares requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities Shares that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce allocate the amount of Registrable Securities the Shares to be included in such registration by removing from such registration securities ownedas follows: the Company, first by the Company and second by Demanding Holder, the Designated Participating Holders (including the Initiating Holdersas defined herein) pro rata based on the number and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Registrable Securities owned by each such Designated Holder.
in the aggregate as the managing underwriter(s) deems appropriate prior to any Shares being included on behalf of any other person; provided, however, that (iii) If an Initiating Holder makes a if the request for a Demand Registration andoccurs on or prior to the date which is the one year anniversary of the Company's Initial Public Offering, prior to any reduction of the amount of Shares intended to be included in the offering by the Company pursuant to the exercise of its rights under Section 3(e)(i2(f) aboveherein, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested Shares intended to be included in the offering by the former Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights shall be reduced in its entirety (which Shares shall be cut back on a pro rata basis in accordance with the number of Shares proposed to be registered by the Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights) and (ii) if the request for a Demand Registration occurs after the one year anniversary of the Company's Initial Public Offering, the amount of Shares intended to be included in the offering by the Company shall be reduced in its entirety prior to any reduction of the aggregate amount of Shares intended to be included in the offering by the Demanding Holder, the Participating Holders and any other stockholder exercising piggyback registration rights intended to be included in such offering such that less than seventy-five percent (75%) which Shares, after the elimination of Company Shares, shall be cut back on a pro rata basis in accordance with the Registrable Securities requested number of Shares proposed to be included registered by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registrationthe Demanding Holder, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for Participating Holders and any one Initiating Holder exceed two (2other stockholder exercising piggyback registration rights).
Appears in 2 contracts
Samples: Registration Rights Agreement (Orion Power Holdings Inc), Registration Rights Agreement (Goldman Sachs Group Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Holder Stockholder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Stockholders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Company requested by any other holders (including any other Designated Stockholders) to be included in such registration by removing from such registration securities ownedregistration, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata among such other holders based on the number of Registrable Securities owned securities held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andholder, pursuant except to Section 3(e)(i) above, the Approved Underwriter advises the Company extent any such holders have agreed under existing agreements to reduce the aggregate amount of Registrable Securities requested grant priority with regard to be included participation in such offering such that less than seventy-five percent (75%) to any other holders of securities of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in Company, and sold pursuant to such Demand Registrationthird, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 2 contracts
Samples: Registration Rights Agreement (Turning Point Brands, Inc.), Registration Rights Agreement (Turning Point Brands, Inc.)
Underwriting Procedures. (i) If the Company or Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so electDemand Registration Notice, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(bSections 2.01(a) hereof and (c) shall be included in such underwritten offering unless unless, at the request of the underwriters for such Designated Demand Registration, such Holder accepts enters into an underwriting agreement pursuant to the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises managing underwriter or underwriters of any proposed Demand Registration informs the Company Holders that have requested to participate in such Demand Registration that, in its reasonable opinion that or their good faith opinion, the aggregate amount number of securities which such Registrable Securities requested Holders intend to be included include in such offering is sufficiently large to have a material adverse effect on exceeds the success of such offeringMaximum Offering Size, then the Company shall include in such registration only the aggregate amount of registration: (i) first, Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities are requested to be included in such registration by removing from such registration securities ownedpursuant to Sections 2.01(a) and 2.01(c), first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the basis of the relative number of Registrable Securities owned at such time by each such Designated Holder.
Holder seeking to participate in the Demand Registration; and (ii) If an Initiating Holder makes a request for a Demand Registration andsecond, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) after all of the Registrable Securities requested to be included in clause (i) are included, the Company Shares or other securities to be issued by the Company or held by any Initiating Holder are ultimately holder thereof with a contractual right to include such Company Shares or other securities in such registration that can be sold without having the adverse effect referred to above, pro rata on a basis based on the number of Company Shares or other securities proposed to be registered by each such Person. The Holders of a majority of the Registrable Securities to be included in and sold pursuant to such any Demand Registration, the Initiating Holder Registration shall have the right to require select, subject to the prior written consent of the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations (not to be effected by unreasonably withheld, conditioned or delayed), the Company for any one Initiating Holder exceed two (2)managing underwriter or underwriters to administer such offering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nn Inc), Registration Rights Agreement (Seacor Holdings Inc /New/)
Underwriting Procedures. (ia) If Holders of at least the Company or the Initiating Holders holding a majority lesser of 20% of the Registrable Securities held by all Securities, determined as of the Initiating Holders date hereof, or Registrable Securities with a then-current market value of $50 million (the "Underwriting Request Threshold") so electrequest in writing (a "Registration Request"), the Company shall use all commercially reasonable efforts effect pursuant to cause the Shelf Registration Statement an Underwritten Offering; provided, however, that the Company shall not be required to take any action in response to any such Demand Registration request:
(i) if the Company has effected an Underwritten Offering pursuant to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering2.2(a) within the 270-day period immediately preceding such request;
(ii) if, none following the receipt of all responses to the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the CompanyUnderwritten Offering Notice, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to the Underwritten Offering have a material adverse effect then-current market value of less than $50.0 million;
(iii) if the Holders making such request have not secured the services of an underwriter or underwriters (it being understood that the Company shall have no obligation to secure the services of an underwriter on behalf of the Holders); or
(iv) if entitled to delay action pursuant to Section 3.3. The Company shall give written notice (an "Underwritten Offering Notice") of the proposed Underwritten Offering to all Holders within 15 calendar days after receipt of a valid Registration Request. Such notice shall offer the Holders the opportunity to include in such Underwritten Offering such amount of Registrable Securities as each Holder may request. The Company shall include in such Underwritten Offering all Registrable Securities for which the Company has received written requests for inclusion within 15 calendar days after delivery of the Underwritten Offering Notice, subject to Section 2.2(b).
(b) The Company shall cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Holders that have requested Registrable Securities to be included in an Underwritten Offering, undertaken pursuant to Section 2.2(a) above, to include all such Registrable Securities on the same terms and conditions as all other Registrable Securities to be included. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Company and the selling Holders that the total amount of Registrable Securities that such Holders propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such offeringUnderwritten Offering, then the Company shall include in such registration only Underwritten Offering up to the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate full amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent Underwritten Offering by the Holders (75%) allocated pro rata among the Holders on the basis of the amount of Registrable Securities initially requested to be included therein by any Initiating Holder are ultimately each such Holder) so that the total amount of Registrable Securities to be included in such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and sold pursuant adversely affecting the success of such Underwritten Offering.
(c) Any Registrable Securities may be withdrawn from a proposed Underwritten Offering at any time before the execution and delivery by such Holder of the underwriting agreement relating to such Demand RegistrationUnderwritten Offering. In the event that the number of Holders withdrawing Registrable Securities from a proposed Underwritten Offering before the execution and delivery of an underwriting agreement relating to such Underwritten Offering causes the number of Holders participating in such offering to drop below the requirement set forth in Section 2.2(a)(ii) above, the Initiating Holder Holders withdrawing their Registrable Securities shall reimburse the Company for all of its out-of-pocket fees and expenses (including counsel fees and expenses) incurred in connection with the proposed Underwritten Offering in excess of the amount of expenses relating solely to the maintenance of the Shelf Registration Statement and the Company shall have no obligation to proceed with the right to require the Company to effect applicable request for an additional Demand Registrationunderwritten offering; provided, however, that in no event if such withdrawal was based on the Company's failure to comply with its obligations hereunder, such reimbursement shall not be required and the aggregate number requested Underwritten Offering shall not be deemed to have been effected for purposes of Demand Registrations Section 2.2(a).
(d) The managing underwriter or underwriters of the Underwritten Offering relating thereto shall be selected by the Holders of at least a majority of the Registrable Securities proposed to be effected by included in such Underwritten Offering, subject to the approval of the Company for any one Initiating Holder exceed two (2which approval shall not be unreasonably withheld or unreasonably delayed).
Appears in 2 contracts
Samples: Equity Registration Rights Agreement (Mariner Health Care Inc), Equity Registration Rights Agreement (Mariner Health Care Inc)
Underwriting Procedures. (i) If Holders, to the Company or extent they have any registration rights under Section 2(c), request inclusion of their shares of Class A Common Stock in the underwriting, the Initiating Holder shall offer to include the shares of Class A Common Stock of such Holders holding a majority in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose Registrable Securities held by all of the Initiating Holders so elect, are to be included in such underwriting and the Company shall use all commercially reasonable efforts to cause such Demand Registration to be enter into an underwriting agreement in the customary form of a firm commitment underwritten offering and with the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering underwriting by the Initiating Holders. If Holder and reasonably acceptable to the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand RegistrationCompany; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of any Holder greater than the obligations of the Holders under Section (2)(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 2(b), if the managing underwriter or underwriters advises the Holders in no event shall writing that marketing factors require a limitation on the aggregate number of Demand Registrations shares to be effected by underwritten, the securities of the Company held by Holders other than the UCI Parties or Ramius (on behalf of the UCI Parties) shall be excluded from such underwriting on a pro rata basis (based on the number of shares held by such Holders), in such minimum number of shares so required by such limitation. If, after the exclusion of such shares held by those Holders, further reductions are still required due to the marketing limitation, the number of Registrable Securities included in the underwriting by each Holder (including the Initiating Holder) shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such underwriting. If any Holder who has requested inclusion in such underwriting as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by providing written notice to the Company, the underwriter and the Initiating Holder. The securities so withdrawn shall also be withdrawn from underwriting. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company (whether or not such Persons have registration rights pursuant to Section 2(c) hereof) may include its or their securities for any one Initiating Holder exceed two (2)its or their own account in such underwriting if the managing underwriter or underwriters so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such underwriting will not thereby be limited.
Appears in 2 contracts
Samples: Registration Rights Agreement (LexingtonPark Parent Corp), Registration Rights Agreement (Cowen Group, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Majority Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten public offering unless such Designated Holder Stockholder accepts the terms of the offering as agreed upon by the Company, the Majority Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included of the Designated Stockholders that are participating in such registration by removing from such registration securities ownedoffering pursuant to Section 3(a) or 3(b) hereof, first by the Company and second by the Designated Holders (including the Initiating Holders) which Registrable Securities shall be allocated pro rata among such Designated Stockholders participating in the offering, based on the number of Registrable Securities owned held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andStockholder, pursuant to Section 3(e)(i) abovesecond, the Approved Underwriter advises any other securities of the Company to reduce the aggregate amount of Registrable Securities requested by any other holders thereof to be included in such offering registration, pro rata among such that less than seventy-five percent (75%) of other holders based on the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities held by each such holder, and third, securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amn Healthcare Services Inc), Merger Agreement (Amn Healthcare Services Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten public offering or underwritten block trade (as requested by such Initiating Holders), and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten offeringpublic offering or underwritten block trade, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering or underwritten block trade unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company and second by for its own account; second, as to the Registrable Securities of Designated Holders (including who are not Initiating Holders, as a group, if any; and third, as to the Registrable Securities of the Initiating Holders) , as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holderparty.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 2 contracts
Samples: Registration Rights Agreement (OCM PE Holdings, Inc.), Investment Agreement (Pulse Electronics Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Majority Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Holder Stockholder accepts the terms of the offering as agreed upon by the Company, the Majority Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution of sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by of the Designated Holders (including Stockholders participating in the Initiating Holdersoffering under Section 3(a) or 3(b), which Registrable Securities shall be allocated pro rata among such Designated Stockholders participating in the offering (on an as converted basis), based on the number of Registrable Securities owned held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andStockholder, pursuant to Section 3(e)(i) abovesecond, the Approved Underwriter advises any other securities of the Company requested by holders thereof to reduce be included in such registration, pro rata among such other holders on the aggregate amount basis of Registrable Securities the number of securities that each such holder requested to be included in such offering registration, except to the extent any such that less than seventy-five percent (75%) holders have agreed under the Existing Agreements to grant priority with regard to participation in such registration to any of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in other holders, and sold pursuant to such Demand Registrationthird, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 2 contracts
Samples: Registration Rights Agreement (ExlService Holdings, Inc.), Registration Rights Agreement (ExlService Holdings, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and any holder of capital stock of the Company who is not a Designated Holder, second by as to the Designated Holders (including the Initiating Holders) Investors as a group, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes Investor and third as to Blackstone Holders and Xxxxxxxxxxx Holders as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) above, pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included then owned by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)each.
Appears in 2 contracts
Samples: Registration Rights Agreement (Heartland Industrial Partners L P), Registration Rights Agreement (Cypress Capital Advisors LLC)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Majority Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Holder Stockholder accepts the terms of the offering as agreed upon by the Company, the Majority Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, set forth in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersthis Section 3(e). If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution of sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, (i) first, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by of the Designated Holders (including Stockholders participating in the Initiating Holdersoffering under Section 3(a) or 3(b), which Registrable Securities shall be allocated pro rata among such Designated Stockholders participating in the offering, based on the number of Registrable Securities owned held by each such Designated Holder.
Stockholder, (ii) If an Initiating Holder makes a request for a Demand Registration andsecond, pursuant to Section 3(e)(iif all of the Registrable Securities referenced in clause (i) abovehave been included, the Approved Underwriter advises any other securities of the Company requested by holders thereof to reduce be included in such registration, pro rata among such other holders on the aggregate amount basis of Registrable Securities the number of securities that each such holder requested to be included in such offering registration, except to the extent any such that less than seventy-five percent holders have agreed to grant priority with regard to participation in such registration to any of the other holders, and (75%iii) third, if all of the Registrable Securities requested to be included by referenced in clause (i) and (ii) have been included, any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hollinger Inc), Registration Rights Agreement (Sun-Times Media Group Inc)
Underwriting Procedures. (iThe right of any Holder to be included in a Piggyback Offering pursuant to Section 3(b)(i) If shall be conditioned upon such Holder’s participation in, and the Company or the Initiating Holders holding a majority inclusion of the such Holder’s Registrable Securities held by all of the Initiating Holders so electin, the Company underwriting arrangements with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall use all commercially reasonable efforts to cause such Demand Registration to be (together with the Company) enter into an underwriting agreement in customary form with the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering Piggyback Offering by the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each 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 the underwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of the underwriters under such underwriting agreement also be conditions precedent to such Holder’s obligations. No Holder shall be required to make any representations or warranties to or agreements with the Approved Underwriter selected in accordance with Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the indemnification provided to the Company under Section 3(f3(h). In connection with Notwithstanding any Demand Registration under other provision of this Section 3 involving an underwritten offering3(b)(ii), none if the managing underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed to timely elect to sell their Registrable Securities held by any Designated Holder making a request for inclusion through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of such shares that may be included in the underwriting shall be allocated:
(A) first, to the Company;
(B) second, to the Holders who have requested to sell their Registrable Securities pursuant in the Piggyback Offering and all other selling stockholders who have rights of registration on parity with the Holders and have requested to Section 3(bsell securities in the Piggyback Offering, on a pro rata basis according to the number of shares requested to be included; and
(C) hereof then, to any other selling stockholders who have registration rights and have requested to sell securities in the Piggyback Offering. No Registrable Securities excluded from the underwriting by reason of the underwriters’ marketing limitation shall be included in such underwritten offering unless such Designated the Piggyback Offering. If any Holder accepts disapproves of the terms of the offering as agreed upon underwriting arrangements with respect to a Piggyback Offering, such Holder may elect to withdraw therefrom by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested written notice to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationmanaging underwriter; provided, however, that in no event such withdrawal must be made at a time prior to the time of the pricing of the Piggyback Offering. The Registrable Securities and/or other securities so withdrawn from such underwriting shall also be withdrawn from such Piggyback Offering; provided, however, that, if by the aggregate withdrawal of such Registrable Securities a greater number of Demand Registrations Registrable Securities held by other Holders may be included in such Piggyback Offering (up to be effected the maximum of any limitation imposed by the underwriters), then the Company for any one Initiating Holder exceed two (2)shall offer to all Holders who have included Registrable Securities in the Piggyback Offering the right to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportions described above.
Appears in 2 contracts
Samples: Investment Agreement (Allis Chalmers Energy Inc.), Registration Rights Agreement (Allis Chalmers Energy Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 4.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including of the Initiating Holders) Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated pro rata among such Initiating Holders and Designated Holders, based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering by each such that less than seventy-five percent Initiating Holder and Designated Holder, second, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and third, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (75%90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities they requested to be included by any Initiating Holder are ultimately included include in and sold such registration pursuant to such Demand Registration, Article V or (ii) the Initiating Holder shall have the right Registration Statement was filed pursuant to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Article VI or this Article IV.
Appears in 1 contract
Samples: Registration Rights Agreement (Evergreen Solar Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3.7 (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 ARTICLE III involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof 3.3 shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as reasonably agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the reasonable opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company and second by the for its own account, second, as to any Designated Holders (including the Initiating Holders) who are not Alden Members or Smulyan Members, as a group, if any, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an party, third, as to the Registrable Securities of the Smulyan Members who are not Initiating Holder makes Holders, as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) aboveif any, pro rata within each group based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested owned by each such party, fourth, as to be included in the Alden Members who are not Initiating Holders, as a group, if any, pro rata within each group based on the number of Registrable Securities owned by each such offering such that less than seventy-five percent (75%) of party, and fifth, as to the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, of the Initiating Holder shall have Holders, as a group, pro rata within each group based on the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected Registrable Securities owned by the Company for any one Initiating Holder exceed two (2)each such party.
Appears in 1 contract
Samples: Registration Rights Agreement (Emmis Communications Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding holders of a majority of ------------------------ the Registrable Securities held by all of included in the Initiating Holders Demand Registration so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be a nationally recognized investment banking firm selected by the Company with the consent of such holders, which consent will not be unreasonably delayed or withheld (an "Approved Underwriter selected in accordance with Section 3(fUnderwriter"). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall first reduce (to zero, if necessary) the amount of securities sought to be included therein by each holder who wishes to participate in the Demand Registration through the exercise of piggy-back registration rights as contemplated by Section 9.3 as a group, if any, and then, if such reduction is not sufficient, as to the Stockholders as a group, pro rata within each group (including other holders of Common Stock who may have registration rights which are pari passu with the Registrable Securities) based on the number of Registrable Securities included in the request for Demand Registration, the amount of Registrable Securities to be included by each Stockholder in such registration by removing from such registration securities owned, first by registration. To the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less extent more than seventy-five percent (75%) 10.0% of the Registrable Securities so requested to be included by any Initiating Holder registered are ultimately included in and sold pursuant to excluded from the offering, then the holders of such Demand Registration, the Initiating Holder Registrable Securities shall have the right to require the Company to effect an one additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations Registration under this Section 9.2 with respect to be effected by the Company for any one Initiating Holder exceed two (2)such Registrable Securities.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held In connection with any underwritten offering by all of the Initiating Holders so electSelling Shareholder hereunder, the Company shall:
(a) enter into customary agreements (including without limitation underwriting agreements in customary form) if requested by Selling Shareholder. Such underwriting agreements will contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions, including without limitation customary indemnification and contribution provisions in favor of the underwriters and customary agreements as to the provision of opinions of counsel and accountants' letters. Selling Shareholder shall be party to any such underwriting agreement and such agreement will contain such representations and warranties by Selling Shareholder and such other terms and provisions as are customarily contained in underwriting agreements generally with respect to secondary distributions, including without limitation customary representations, warranties or agreements regarding Selling Shareholder's title to Registrable Shares and indemnification and contribution provisions with respect to any written information provided by Selling Shareholder to the Company expressly for inclusion in the related Registration.
(b) subject to reasonable advance notice and within normal business hours, make available for inspection by Selling Shareholder, any underwriter participating in any disposition pursuant to a Registration and any attorney, accountant or other agent retained by Selling Shareholder or any such underwriter, in each case who has entered into a confidentiality agreement with the Company reasonably satisfactory to the Company, all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries as may reasonably be requested by them in connection with such Registration, and cause the Company's officers, directors and employees, and request the Company's certified public accountants, to supply all information reasonably requested by Selling Shareholder or any such underwriter, attorney, accountant or agent in connection with such Registration;
(c) furnish to Selling Shareholder and the underwriters, if any, such number of copies of the applicable Registration statement, any amendments thereto and the prospectus included therein, including without limitation a preliminary prospectus in conformity with the requirements of the Securities Act;
(d) file and use all commercially reasonable efforts to cause register or qualify the securities covered by such Demand Registration registration statement under such other securities or state securities or "blue sky" laws of the United States, and to make any filings required to establish or claim an exemption therefrom, as Selling Shareholder shall request, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in the form of a firm commitment underwritten offering and any jurisdiction wherein it is not so qualified;
(e) if reasonably requested by the managing underwriter or underwriters selected (if any), Selling Shareholder or Selling Shareholder's counsel, incorporate as soon as practicable into a prospectus supplement or post-effective amendment such information as such person requests to be included therein and as is customarily included therein, including without limitation, with respect to the Registrable Shares being sold by Selling Shareholder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and any other terms of an underwritten offering of the Registrable Shares to be sold as part of such Registration, and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable;
(f) participate, to the extent reasonably requested by the managing underwriter for the offering or Selling Shareholder, in customary efforts to sell the Registrable Shares being offered, and cause such offering shall steps to be taken as to ensure such good faith participation of senior management officers of the Approved Underwriter selected Company in accordance "road shows" as is customary;
(g) cooperate with Section 3(f). In Selling Shareholder and each underwriter participating in the disposition of Registrable Shares and their respective counsel in connection with any Demand filings required to be made with the National Association of Securities Dealers, Inc., including without limitation, if appropriate, the pre-filing of a prospectus as part of a Registration under this Section 3 involving in advance of an underwritten offering;
(h) cause the Registrable Shares covered by a Registration statement to be listed on the national securities exchange or quoted on the quotation system on which the Shares are then listed or quoted;
(i) provide a transfer agent and registrar for all Registrable Shares registered thereunder and a CUSIP number for all such Registrable Shares, none in each case no later than the effective date of such Registration; and
(j) otherwise cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents reasonably necessary to effect the offering and sale of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering Shares as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holdercontemplated hereunder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the public offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm of national reputation to act as the managing underwriter of the offering (the "Approved Underwriter Underwriter") selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first as to the equity securities offered by the Company for its own account, second as to the Registrable Securities of Holders who are not Initiating Holders as a group, if any, and second by the Designated Holders (including third as to Registrable Securities of the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holderparty.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Majority Initiating Holders so elect, the Company Insmed shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder Shareholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten public offering unless such Designated Holder Shareholder accepts the terms of the offering as agreed upon by the CompanyInsmed, the Majority Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion Insmed that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company Insmed shall include in such registration only Demand Registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included of the Designated Shareholders that are participating in such registration by removing from such registration securities ownedoffering pursuant to Section 3(a) or 3(b) hereof, first by the Company and second by the Designated Holders (including the Initiating Holders) which Registrable Securities shall be allocated pro rata among such Designated Shareholders participating in the offering, based on the number of Registrable Securities owned held by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andShareholder, pursuant to Section 3(e)(i) abovesecond, the Approved Underwriter advises the Company to reduce the aggregate amount any other securities of Registrable Securities Insmed requested by any other holders thereof to be included in such offering registration, pro rata among such that less than seventy-five percent (75%) of other holders based on the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities held by the Company each such holder, and third, securities offered by Insmed for any one Initiating Holder exceed two (2)its own account.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders to which the requested S-3 Registration relates so elect, the Company shall use all commercially its reasonable commercial efforts to cause such Demand S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand S-3 Registration under this Section 3 5(a) involving an underwritten offering, none of the Company shall not be required to include any Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such the Designated Holder accepts Holders thereof accept the terms of the underwritten offering as agreed upon by between the Company, the Initiating Holders Approved Underwriter and the Approved UnderwriterS-3 Initiating Holders, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion believes that the aggregate amount registration of such all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the success of such public offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce effect, FIRST, all of the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by offered for the Company and second by account of the Designated Holders (including the S-3 Initiating Holders) , pro rata based on the number of Registrable Securities owned by each such S-3 Initiating Holders; SECOND, the Registrable Securities to be offered for the account of the other Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, Holders who requested inclusion of their Registrable Securities pursuant to Section 3(e)(i) above5(a), pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities owned by such Designated Holders; and THIRD, any other securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)underwritten offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Predictive Systems Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be be, subject to Section 4.7, in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.7. In connection with any Demand Registration under this Section 3 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 4.3 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the CompanyCompany (subject to Section 6.1(g)), the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount number of Registrable Securities that the Approved Underwriter believes may proposed to be sold without in any such material adverse effect registration under this Article IV and shall reduce any other securities of the amount of Registrable Securities Company requested or proposed to be included in such registration by removing exceeds the number (the "Maximum Number of Shares (Demand Registration)") that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on will be materially reduced or that the number of Registrable Securities owned by each to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company will include in such registration (x) first, such number of Registrable Securities of the Initiating Holders and any Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, participating in the offering pursuant to Section 3(e)(i) abovethis Article IV, which Registrable Securities shall be allocated among such Initiating Holders and Designated Holders as they may agree or, failing such agreement, pro rata among them based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder regardless of the number of Registrable Securities actually held by such Initiating Holder and such Designated Holder, (y) second, to the extent that less than seventythe Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clause (x), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Demand Registration), and (z) third, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clauses (x) and (y), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-five percent (75%) back registration rights of security holders. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate in any such registration to the extent the Approved Underwriter determines in good faith that the participation of such employee in such registration would materially adversely affect the marketability or offering price of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant subject to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Jefferies & Company, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the 11 8 Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including of the Initiating Holders) Holders and any Designated Holder participating in the offering pursuant to the terms of Section 3(b), which Registrable Securities shall be allocated pro rata among such Initiating Holders and Designated Holders, based on the number of Registrable Securities owned held by each such Initiating Holder or Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) aboveas the case may be, the Approved Underwriter advises second, any other securities of the Company to reduce the aggregate amount of Registrable Securities requested by holders thereof to be included in such offering registration, which such that less than seventy-five percent (75%) securities shall be allocated pro rata among such stockholders, based on the number of the Registrable Securities requested to be included Company's securities held by any Initiating Holder are ultimately included in each such stockholder, and sold pursuant to such Demand Registrationthird, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 1 contract
Samples: Registration Rights Agreement (Amn Healthcare Services Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by FIRST as to the Company and second by Company, SECOND as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (General Atlantic Partners LLC)
Underwriting Procedures. (i) If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the ----- ------ Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within the ----- group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by FIRST, as to the Company, SECOND, as to any other stockholders of the Company and second by who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and THIRD, as to the (including i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders) Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities or other similar securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in or each such offering such that less than seventy-five percent (75%) other stockholder of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Company.
Appears in 1 contract
Samples: Registration Rights Agreement (General Atlantic Partners LLC)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offeringunderwriting, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering underwriting unless such Designated Holder accepts the terms of the offering underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by FIRST as to the Company and second by Company, SECOND as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and THIRD as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a included in the request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Exe Technologies Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from registration, with such reduction applying first as to the Company, second as to the Founding Stockholders who request to participate in such registration securities ownedpursuant to Section 3.2 hereof as a group, first by third as to the Company Investor Stockholders who are not Initiating Holders and second by the Designated Holders (including who request to participate in such registration pursuant to Section 3.2 hereof as a group, and fourth as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount holder of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of Securities, as the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)case may be.
Appears in 1 contract
Samples: Registration Rights Agreement (MAP Pharmaceuticals, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by eliminating any shares included by the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Proxymed Inc /Ft Lauderdale/)
Underwriting Procedures. (i) If Shamrock so elects, the Company or the Initiating Holders holding a majority offering of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such a Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined in Section 2(e)) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an firm commitment underwritten offering, none of the Registrable Securities held by any Designated Holder making Company shall enter into a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities Ordinary Shares requested to be included in such offering is sufficiently large so as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities Ordinary Shares that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce allocate the amount of Registrable Securities the Ordinary Shares to be included in such registration as follows: (i) first, Shamrock shall be permitted to include all Registrable Securities to be registered thereby; (ii) second, Eastgate shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate, pro rata among the Eastgate entities to the amount of shares then held by removing from each such Eastgate entity; and (iii) third, the Company and any other shareholder exercising piggyback registration securities ownedrights shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate; provided, first however, that the amount of Ordinary Shares to be sold by the Company and second by the Designated Holders any other shareholders under clause (including the Initiating Holdersiii) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
and/or (iiiv) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested and intended to be included in such offering such that less than seventy-five percent (75%) shall be reduced in its entirety prior to any reduction of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Shamrock's Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Shamrock Holdings Inc/Ca)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and ----- second by the Designated Holders (including the Initiating Holders) pro rata ------ based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event -------- ------- shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration a registration or a “takedown” to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters underwriter(s) selected for such offering shall be internationally reputable investment banking firm(s) (the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the “Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders”). If the Approved Underwriter advises the Company in writing that in its reasonable opinion that marketing factors require a limitation of the aggregate amount of such Registrable Securities requested to be included in the underwritten offering, the Company shall include in such underwritten offering is sufficiently large to have a only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter may be sold without any material adverse effect on the success of such underwritten offering, then and the Company number of shares of Registrable Securities that may be included in the underwriting shall include in such registration only be allocated among all participating Holders thereof pro rata (as nearly as practicable) to the aggregate amount of Registrable Securities owned by each participating Holder; provided, however, that the Approved Underwriter believes may be sold without any such material adverse effect and pro rata allocation shall not operate to reduce the amount aggregate number of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by if any Holder does not request inclusion of the Company and second by the Designated Holders (including the Initiating Holders) maximum number of shares of Registrable Securities allocated to it pursuant to its pro rata based allocation, in which case the remaining portion of its allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their initial requests, pro rata, on the basis of the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount shares of Registrable Securities requested held by such Holders, and this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated; provided further, however, that the number of shares of Registrable Securities to be included in such offering such that less than seventy-five percent (75%) of underwriting shall not be reduced unless all other securities are first entirely excluded from the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)underwriting.
Appears in 1 contract
Samples: Registration Rights Agreement (Visionchina Media Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(a) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the underwritten offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter and enters into an underwriting agreement in customary form with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that marketing factors require a limitation on the aggregate amount number of such Registrable Securities requested shares to be included in such offering is sufficiently large to have a material adverse effect on the success of such offeringunderwritten, then the Company shall include in such registration only so advise all Designated Holders and the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount number of Registrable Securities to be included in such registration by removing from such registration securities ownedthe Demand Registration and underwriting shall be reduced, first by the Company and second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and second as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each member of such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, group at the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) time of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, filing of the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Registration Statement.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) aboveas the case may be. Monday, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand RegistrationAugust 11, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).2003.MAX
Appears in 1 contract
Samples: Registration Rights Agreement (Cactus Ventures, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Bottomline Technologies Inc /De/)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to (x) the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b)) as a group, if any, and (y) the Initiating HoldersOther Stockholders who requested to be included in such offering, if any, as a group, in the case of foregoing clauses (x) and (y) pro rata based on the number of Registrable Securities owned by each such Designated Holders and the number of shares of Common Stock owned by such Other Stockholders and third as to the Initiating Holders as a group, pro rata based on the number of Registrable Securities owned by each Initiating Holder.
(ii. No Other Stockholder may participate in any offering under this Section 3 unless it satisfies all requirements under this Section 3 that a Designated Holder exercising rights under Section 3(b) If an Initiating Holder makes a request for to include some or all of its Registrable Securities in a Demand Registration and, pursuant would have to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)satisfy.
Appears in 1 contract
Samples: Registration Rights Agreement (Archipelago Holdings L L C)
Underwriting Procedures. (ia) If In the Company event a registration under Sections 1.2 or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect1.3 is to be underwritten, the Company shall use (together with all commercially reasonable efforts to cause such Demand Registration to be participating Holders) enter into and perform its obligations under an underwriting agreement in customary form with the form representative of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon underwriting by the Majority Holders in the case of a registration under Section 1.2 or by the Company in the case of a registration under Section 1.3, which underwriters are reasonably acceptable to the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not. With respect to a registration under Section 1.3, in the opinion event the representative of the Approved Underwriterunderwriters determines that marketing factors require a limitation on the number of shares to be underwritten, jeopardize the success number of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested shares to be included in the underwriting or registration by each Holder shall be reduced pro rata among such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include Holders and any other selling stockholders named in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata statement based on the number of Registrable Securities owned held by each Holder and such Designated Holder.
(ii) other selling stockholders. If an Initiating a Holder makes a request for a Demand Registration andwho has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, pursuant to Section 3(e)(i) abovesuch Holder shall be excluded therefrom by written notice from the Company, the Approved Underwriter advises underwriter or the Company to reduce the aggregate amount of Majority Holders. The Registrable Securities requested so excluded shall also be withdrawn from the registration and if the number of shares to be included in such offering such that less than seventy-five percent (75%) registration was previously reduced as a result of marketing factors pursuant to this Section 1.4, then the Company shall offer to all Holders who have retained rights to include Registrable Securities requested in the registration the right to include additional Registrable Securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated pro rata among such Holders requesting additional inclusion based on the number of Registrable Securities held by each such Holder.
(b) The Company shall include in any registration statement on Form S-3 such information as the underwriter reasonably requests for marketing purposes, whether or not such information is required to be included by any Initiating Holder in such registration statement. On the date that Registrable Securities are ultimately included delivered to an underwriter for sale in and sold pursuant to such Demand Registrationconnection with a firmly underwritten offering of Registrable Securities, the Initiating Holder Company shall have furnish (i) a letter, dated such date, from the right Company's independent certified public accountants in form and substance as is customarily given by independent certified public accountants to require underwriters in an underwritten public offering, addressed to the Company to effect underwriters; and (ii) an additional Demand Registration; providedopinion, howeverdated such date, that in no event shall the aggregate number of Demand Registrations to be effected by from counsel representing the Company for any one Initiating Holder exceed two (2)purposes of such registration statement, in form and substance as is customarily given in an underwritten public offering, addressed to the underwriters and the Holders.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable its best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder Xxxxxx accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by First as to the Company and second by Company, Second as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and Third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder.
, as the case may be. (ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2f).
Appears in 1 contract
Samples: Registration Rights Agreement (Eos International Inc)
Underwriting Procedures. (ia) If any Demand Registration or S-3 Registration is in the form of an underwritten offering, the Company or shall be entitled to select an investment banking firm of national reputation to act as the managing underwriter of the offering (the “Approved Underwriter”), subject to the approval of the applicable Initiating Holders or S-3 Initiating Holders, as the case may be, holding a majority of the Registrable Securities held by all of the Initiating Holders or S-3 Initiating Holders, as applicable, which approval shall not be unreasonably conditioned, delayed or withheld.
(b) If the applicable Initiating Holders or S-3 Initiating Holders, as the case may be, holding a majority of the Registrable Securities held by all of the applicable Initiating Holders or S-3 Initiating Holders, as the case may be, so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration or S-3 Registration, as applicable, to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f4.7(a). In connection with any Demand Registration under this Section 3 involving an such underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof 4.3 or 4.5 shall be included in such underwritten offering unless such Designated Holder holder accepts the terms of the offering as agreed upon by the Company, the applicable Initiating Holders or S-3 Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of be reasonably likely to have an adverse effect on such offering by the applicable Initiating Holders or S-3 Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material an adverse effect on such offering by the success of such offeringapplicable Initiating Holders or S-3 Initiating Holders, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the aggregate amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to any holder of shares of Common Stock other than the Designated Clarion Holders and Designated Regions Holders who have the right to request the registration of any such shares owned by them in such registration, pro rata based on the number of shares of Common Stock owned by each such holder, third as to the Designated Clarion Holders and Designated Regions Holders (including the Initiating Holderswho are not included in clause fourth below) who requested inclusion of their Registrable Securities as a group, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
Holder and fourth (i) in the case of a Clarion Demand Registration or Clarion S-3 Registration, as to the Clarion Initiating Holders or Clarion S-3 Initiating Holders, as applicable, and the Designated Clarion Holders who requested to participate in such registration as a group, pro rata based on the number of Registrable Securities owned by each such holder; or (ii) If an Initiating Holder makes in the case of a request for a Regions Demand Registration andor Regions S-3 Registration, pursuant as to Section 3(e)(i) abovethe Regions Initiating Holders or Regions S-3 Initiating Holders, as applicable, and the Approved Underwriter advises Designated Regions Holders who requested to participate in such registration as a group, pro rata based on the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)holder.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be be, subject to Section 4.7, in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.7. In connection with any Demand Registration under this Section 3 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 4.3 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the CompanyCompany (subject to Section 6.1(g)), the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company and the Holders of the Registrable Securities to be registered in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount number of Registrable Securities that the Approved Underwriter believes may proposed to be sold without in any such material adverse effect registration under this Article IV and shall reduce any other securities of the amount of Registrable Securities Company requested or proposed to be included in such registration by removing exceeds the number (the “Maximum Number of Shares (Demand Registration)”) that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on will be materially reduced or that the number of Registrable Securities owned by each to be registered is too large a number to be reasonably sold, or (B) materially and adversely affecting such registration in any other respect, then the Company will include in such registration (x) first, such number of Registrable Securities of the Initiating Holders and any Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, participating in the offering pursuant to Section 3(e)(i) abovethis Article IV, which Registrable Securities shall be allocated among such Initiating Holders and Designated Holders as they may agree or, failing such agreement, pro rata among them based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in such offering by each such Initiating Holder and Designated Holder regardless of the number of Registrable Securities actually held by such Initiating Holder and such Designated Holder, (y) second, to the extent that less than seventythe Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clause (x), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares (Demand Registration), and (z) third, to the extent that the Maximum Number of Shares (Demand Registration) has not been reached under the foregoing clauses (x) and (y), the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-five percent (75%) back registration rights of security holders. Notwithstanding the foregoing, no employee of the Company or any subsidiary thereof will be entitled to participate in any such registration to the extent the Approved Underwriter determines in good faith that the participation of such employee in such registration would materially adversely affect the marketability or offering price of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant subject to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)registration.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a ----------------------- majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and (i) each Designated Holder --------------------------- shall reduce be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the amount Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration and (ii) to the extent that the number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, is less than the Approved Underwriter advises Amount, securities that the Company proposes to reduce register shall also be included. If, as a result of the aggregate amount proration provision of this Section 3(d), any Designated Holder shall not be entitled to include all Registrable Securities in a registration that such Designated Holder has requested to be included included, such Designated Holder may elect to withdraw his request to include Registrable Securities in such offering such that less than seventy-five percent (75%) of registration or may reduce the Registrable Securities number requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationincluded; provided, however, that (x) such request must be made in no event writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 1 contract
Samples: Registration Rights Agreement (Nitinol Medical Technologies Inc)
Underwriting Procedures. (i) If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such a Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success be detrimental to of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of be detrimental to such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse detrimental effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders ----- ------ (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as ----- to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Outboard Marine Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating HoldersUnderwriters. If the Approved Underwriter Underwriters advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company for its own account; and second by second, as to the Designated Registrable Securities of Holders (including the who are not Initiating Holders) , as a group, if any pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an party; and third, as to the Registrable Securities of the Initiating Holder makes Holders, as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) above, pro rata within such group based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationparty; provided, however, that any party whose right to participate in no event shall the aggregate number such offering is reduced by greater than thirty percent (30%) may withdraw all of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)its Registrable Securities from such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Intermedia Outdoor Holdings, Inc.)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a ----------------------- majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "Approved Underwriter Amount"), and (i) each --------------------------- Holder shall reduce be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the amount Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Holders in their requests for participation in the Demand Registration and (ii) to the extent that the number of Registrable Securities to be included by the Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register shall also be included. If, as a result of the proration provision of this Section 3(d), any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on or may reduce the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationincluded; provided, however, that (x) such request must be made in no event writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 1 contract
Samples: Registration Rights Agreement (Nitinol Medical Technologies Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize have a material adverse effect on the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material internal adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities Registrable Securities owned, first by the Company and Company, second by the Designated Holders (including the Initiating Holders) entities listed on Schedule II hereto, Mount Sinai and GECC, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andPerson and third by all other Holders, pursuant to Section 3(e)(i) above, pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Holder.
Appears in 1 contract
Samples: Investor Rights Agreement (Amicus Therapeutics Inc)
Underwriting Procedures. (ia) If the Company or Required Holders so request in writing (a "Registration Request"), the Initiating Holders holding a majority Issuer shall effect pursuant to the Shelf Registration Statement an Underwritten Offering by giving written notice (an "Underwritten Offering Notice") of the Registrable proposed Underwritten Offering to all Holders within 15 calendar days after receipt of a valid Registration Request. Such notice shall offer the Holders the opportunity to include in such Underwritten Offering such amount of Transfer Restricted Securities held by as each Holder may request. The Issuer shall include in such Underwritten Offering all Transfer Restricted Securities for which the Issuer has received written requests for inclusion within 15 calendar days after delivery of the Initiating Holders so electUnderwritten Offering Notice, the Company subject to Section 5(b).
(b) The Issuer shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall of a proposed Underwritten Offering to permit the Holders that have requested Transfer Restricted Securities to be the Approved Underwriter selected included in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities Underwritten Offering undertaken pursuant to Section 3(b5(a) hereof shall above to include all such Transfer Restricted Securities on the same terms and conditions as all other Transfer Restricted Securities to be included included. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advises the Issuer and the selling Holders that the total amount of Transfer Restricted Securities that such Holders propose to include in such underwritten offering unless Underwritten Offering is such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders to materially and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize adversely affect the success of such offering by Underwritten Offering, then the Initiating Holders. If Issuer shall include in such Underwritten Offering up to the Approved Underwriter advises the Company in its reasonable opinion that the aggregate full amount of such Registrable Transfer Restricted Securities requested to be included in such offering is sufficiently large to have a material adverse effect Underwritten Offering by the Holders (allocated pro rata among the Holders on the success basis of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Transfer Restricted Securities initially requested to be included therein by each such Holder) so that the total amount of Transfer Restricted Securities to be included in such registration by removing from Underwritten Offering is the full amount that, in the written opinion of such registration securities ownedmanaging underwriter or underwriters, first by can be sold without materially and adversely affecting the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number success of Registrable Securities owned by each such Designated HolderUnderwritten Offering.
(iic) If an Initiating Any Transfer Restricted Securities may be withdrawn from a proposed Underwritten Offering at any time before the execution and delivery by such Holder makes a request for a Demand Registration and, pursuant of the underwriting agreement relating to Section 3(e)(isuch Underwritten Offering.
(d) above, The managing underwriter or underwriters of the Approved Underwriter advises Underwritten Offering relating thereto shall be selected by the Company to reduce the aggregate amount of Registrable Required Holders whose Transfer Restricted Securities requested to be are included in such offering such that less than seventy-five percent (75%) offering, subject to the approval of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Issuer.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority no less than thirty percent (30%) interest of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable its best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders3.4. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such underwritten offering is sufficiently large to have a material adverse effect on exceeds the success of number that can be reasonably sold in such offering, then the Company shall include in such registration offering only the aggregate amount of Registrable Securities that the Approved Underwriter believes may reasonably be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedoffering, first by as to the Company and Company, second by as to the Designated Holders (including the who are not Initiating HoldersHolders and who requested to participate in such registration pursuant to Article IV hereof) as a group, if any, pro rata based on the number of Registrable Securities then owned by each such Designated Holder and third as to the Initiating Holders as a group, pro rata based on the number of Registrable Securities then owned by each such Initiating Holder.
; provided, that in any event the number of Registrable Securities included in the offering shall not be reduced below thirty percent (ii30%) If an Initiating Holder makes of the total number of securities included in such offering. For purposes of this Article III a request for registration shall not be counted as a Demand Registration andif, pursuant to Section 3(e)(ias a result of an exercise of the underwriter’s cutback provisions in this clause (d), fewer than fifty percent (50%) above, of the Approved Underwriter advises the Company to reduce the aggregate amount total number of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder registration statement are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)actually included.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities to which the requested Demand Registration relates held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Companyevent, the Initiating Holders and the Approved Underwriter, and then only Company shall use their respective reasonable efforts to include all Registrable Securities (including those securities requested by the Company to be included in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering registration) requested by the Initiating HoldersHolders or the Company to be included in such registration. If Notwithstanding the foregoing sentence, if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the "APPROVED UNDERWRITER AMOUNT"), and shall reduce (i) if the amount number of Registrable Securities to be included in such registration by removing from is greater than the Approved Underwriting Amount, then each Holder shall be entitled to have included in such registration securities ownedRegistrable Securities equal to its pro rata portion of the Approved Underwriter Amount, first as based on the amounts of Registrable Securities of such class sought to be registered by the Holders in their requests for participation in the requested Demand Registration, and the Company and second by any Person who is not a Holder shall not include any securities therein, and (ii) to the Designated Holders (including the Initiating Holders) pro rata based on extent that the number of Registrable Securities owned by each of such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested class to be included by the Holders is less than the Approved Underwriter Amount, securities that the Company and any Initiating Person who is not a Holder are ultimately proposes to register may also be included with such priority as the Company may in and sold pursuant to such Demand Registrationits discretion consider appropriate. If, as a result of the Initiating pro-ration provision of this Section 3(d), any Holder shall have not be entitled to include in a registration all Registrable Securities that such Holder has requested to be included, such Holder may elect to withdraw its request to include Registrable Securities of such class in such registration or may reduce the right number requested to require the Company to effect an additional Demand Registrationbe included; provided, however, that (i) such request must be made in no event writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal or reduction shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 1 contract
Samples: Registration Rights Agreement (Willcox & Gibbs Inc /De)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2.6. In connection with any Demand Registration under this Section 3 Article 2 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 2.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from registration, with such reduction applying first as to the Company, second as to the Investor Holders who are not Initiating Holders and who request to participate in such registration securities ownedpursuant to Section 2.2 hereof as a group, first by the Company and second by the Designated Holders (including third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Wise Metals Group LLC)
Underwriting Procedures. (i) If the registration of which the Company or gives notice is for a registered public offering involving an underwriting, the Initiating Company shall so advise the Holders holding as a majority part of the written notice given pursuant to Section 1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.5 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the registration and underwriting shall be allocated first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by all the Holders; and third, to any stockholder of the Initiating Company (other than a Holder) on a pro rata basis. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be included in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none reduced below 25% of the Registrable Securities held by any Designated Holder making a request for inclusion total amount of such Registrable Securities pursuant to Section 3(b) hereof shall be securities included in such underwritten offering offering, unless such Designated Holder accepts offering is a Qualified Public Offering, in which case the terms of selling Holders may be excluded if the offering as agreed upon by underwriters make the Company, the Initiating Holders determination described above and the Approved Underwriter, and then only no other stockholder’s securities are included in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering or (ii) any securities held by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to Other Stockholders be included in such offering if any Registrable Securities held by a Holder (and that such Holder has requested to be registered) are excluded from such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is sufficiently large to have a material adverse effect on Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the success affiliated venture capital funds, partners, retired partners, stockholders and related individuals of such offeringHolder, then or the Company estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall include in be deemed to be a single “Selling Holder,” and any pro rata reduction with respect to such registration only “Selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. The Company shall advise all holders of securities requesting registration of the number of shares of securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities are entitled to be included in the registration and underwriting shall be allocated as set forth in Section 1.12. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by removing from such registration securities owned, first written notice delivered by the Company and second by or the Designated Holders (including the Initiating Holders) pro rata based on the number of managing underwriter. Any Registrable Securities owned by each such Designated Holderand/or other securities so excluded or withdrawn shall also be withdrawn from registration.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (a) If Holders of at least 10% of the aggregate principal amount of Registrable Securities then outstanding so request in writing, the Company will effect pursuant to the Shelf Registration Statement an Underwritten Offering; provided, however, that the Company will not be required to take any action in response to any such request:
(i) If if prior to the date of such request the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, has effected three Underwritten Offerings pursuant to this Section 2.2(a);
(ii) if the Company shall use all commercially reasonable efforts has effected an Underwritten Offering pursuant to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of 2.2(a) within the Registrable Securities held by any Designated Holder making a request for inclusion of 120-day period next preceding such Registrable Securities pursuant to Section 3(brequest; or
(iii) hereof shall be included in such underwritten offering unless such Designated Holder accepts if the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to the Underwritten Offering have a material adverse effect on then-current market value of less than $10.0 million. The Company will give written notice (an "Underwritten Offering Notice") of the success proposed Underwritten Offering to all Holders within 15 calendar days after receipt of such offering, then a valid written request for an Underwritten Offering pursuant to this Section 2.2(a). Such notice will offer the Company shall Holders the opportunity to include in such registration only the Underwritten Offering such aggregate principal amount of Registrable Securities as each Holder may request. The Company will include in such Underwritten Offering all Registrable Securities for which the Company has received written requests for inclusion within 15 calendar days after delivery of the Underwritten Offering Notice, subject to Section 2.2(b).
(b) The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Holders that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of have requested Registrable Securities to be included in the Underwritten Offering to include all such registration by removing from Registrable Securities on the same terms and conditions as all other Registrable Securities of like kind to be included. Notwithstanding the foregoing, if the managing underwriter or underwriters of such registration securities owned, first by Underwritten Offering advises the Company and second by the Designated selling Holders (including that the Initiating Holders) pro rata based on the number total aggregate principal amount of Registrable Securities owned by each that such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andHolders propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such Underwritten Offering, pursuant to Section 3(e)(i) above, the Approved Underwriter advises then the Company will include in such Underwritten Offering up to reduce the full aggregate principal amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent Underwritten Offering by the Holders (75%) allocated pro rata among the Holders on the basis of the aggregate principal amount of Registrable Securities requested to be included therein by any Initiating Holder are ultimately each such Holder) so that the total aggregate principal amount of Registrable Securities to be included in such Underwritten Offering is the full aggregate principal amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and sold pursuant adversely affecting the success of such Underwritten Offering. Similarly, notwithstanding the first sentence of this Section 2.2(b), if the managing underwriter or underwriters of such Underwritten Offering advises the Company and selling Holders that inclusion of a particular kind of Registrable Securities in such Underwritten Offering is likely to materially and adversely affect the success of such Underwritten Offering, the Company will exclude from such Underwritten Offering all Registrable Securities of that kind proposed to be included.
(c) Any Registrable Securities may be withdrawn from a proposed Underwritten Offering at any time before the execution and delivery by such Holder of the underwriting agreement relating to such Demand RegistrationUnderwritten Offering. In the event that all Holders withdraw all of their Registrable Securities from a proposed Underwritten Offering before the execution and delivery of an underwriting agreement relating to such Underwritten Offering, either (i) the Initiating Holder Holders withdrawing their Registrable Securities shall have the right to require reimburse the Company for all of its out-of-pocket expenses incurred in connection with the proposed Underwritten Offering in excess of the amount of expenses relating solely to effect an additional Demand Registrationthe maintenance of the Shelf Registration Statement or (ii) the requested Underwritten Offering will be deemed to have been effected for purposes of Section 2.2(a); provided, however, that if such withdrawal was based on the Company's failure to comply in no event shall any material respect with its obligations hereunder, such reimbursement will not be required and the requested Underwritten Offering will not be deemed to have been effected for purposes of Section 2.2(a).
(d) The managing underwriter or underwriters of the Underwritten Offering relating thereto will be selected by the Holders of at least a majority of the aggregate number principal amount of Demand Registrations Registrable Securities proposed to be effected by included in such Underwritten Offering, subject to the approval of the Company for any one Initiating Holder exceed two (2which approval shall not be unreasonably withheld or unreasonably delayed).
Appears in 1 contract
Samples: Debt Registration Rights Agreement (Loewen Group International Inc)
Underwriting Procedures. (i) If the Company or the Initiating ----------------------- Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the ----- ------ Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within the ----- group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3.2 hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of the Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Cardiac Science Inc)
Underwriting Procedures. The Company shall (itogether with all Holders or other persons proposing to distribute their securities through such underwriting) If enter into and perform its obligations under an underwriting agreement in customary form with the Company or the Initiating Holders holding managing underwriter(s) selected for such underwriting by a majority of the Registrable Securities held by all in interest of the Initiating Holders so elect(which managing underwriter(s) shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.3, if the managing underwriter(s) advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten (including Registrable Securities), the Company shall use so advise all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none holders of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant Company's securities that would otherwise be entitled to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders registration and the Approved Underwriter, and then only in such quantity as will not, number of shares to be included in the opinion underwriting or registration shall be allocated in the following priority: first, among all Holders of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities having requested to be included in such offering is sufficiently large to have a material adverse effect registration (pro rata among such Holders on the success basis of such offering, then the Company shall include in such registration only the aggregate amount number of shares of Registrable Securities that the Approved Underwriter believes may be sold without any held by all such material adverse effect and shall reduce the amount of Registrable Securities Holders); second, among all Other Stockholders having requested to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based among such Other Stockholders on the basis of the number of Registrable Securities owned shares then held by each all such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andOther Stockholders); and third, pursuant to Section 3(e)(i) above, the Approved Underwriter advises any securities which the Company desires to reduce the aggregate amount sell for its own account. The Company shall advise all holders of Registrable Securities securities requested to be included in such offering such that less than seventy-five percent (75%) registration of the Registrable Securities requested number of shares of securities of each such holder that are entitled to be included in the registration. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected written notice delivered by the Company for or the managing underwriter(s). Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. The number of shares withdrawn shall be reallocated in the manner set forth above. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter(s) may round the number of shares allocated to any holder to the nearest one Initiating Holder exceed two hundred (2)100) shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Standard Parking Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such registration material adverse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, any securities owned, first by to be sold for the Company account of the Blackstone Holders and second by the Designated Wasserstein Holders (including each as defined in the Existing Registration Xxxxxx Xxxxement), as required by Section 4.1 of the Existing Registration Rights Agreement or Section 8.2 of this Agreement; (2) second, any Registrable Securities and other shares of Common Stock to be sold for the account of the Initiating Holders) Holders and Priority Holders (if any), pro rata based on upon the number of Registrable Securities and other shares of Common Stock then owned by each such them; (3) third, any securities to be sold for the account of any Designated Holder.
Holders (iiother than the Initiating Holders) If an Initiating Holder makes a request for a Demand Registration andand Future Designated Holders that are not Priority Holders, pursuant to Section 3(e)(i) above, pro rata based upon the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included and other shares of Common Stock then owned by them; and (4) fourth, by the Company or any other Person exercising incidental or piggyback registration rights. If, by reason of the application of clause (1) or the Priority Holders' rights (if any) in such offering such that clause (2) or by reason of the 10 million share limitation, less than seventy-five percent (75%) 50% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested to be included by any Initiating Holder registered are ultimately included in and sold pursuant to such Demand Registrationregistration, the Initiating Holder registration shall have not count as one of the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of two Demand Registrations to which such Initiating Holders are entitled nor shall such registration count as a registration in which a Priority Holder exercised its right to be effected by the Company for any one Initiating treated as a Priority Holder exceed two (2)under Section 3.2.
Appears in 1 contract
Samples: Registration Rights Agreement (Collins & Aikman Corp)
Underwriting Procedures. (i) If the Company or undersigned so elects, the Initiating Holders holding a majority offering of the such Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f5(d). In connection with any Demand Registration under this Section 3 5 involving an underwritten offeringunderwriting, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof the undersigned shall be included in such underwritten offering underwriting unless such Designated Holder the undersigned accepts the terms of the offering underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersoffering. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationregistration; provided, however, that in no event shall if the aggregate number of Demand Registrations Registrable Securities to be effected included in a Demand Registration is reduced by the Company for any one Approved Underwriter, then the undersigned shall be entitled to retain a Demand Registration with respect to such number of Registrable Securities excluded by the Approved Underwriter, provided that such Initiating Holder exceed two (2)may not initiate such Demand Registration within nine months of the effective date of the Registration Statement with respect to the Demand Registration in which the Approved Underwriter excluded such Registrable Securities.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such registration material ad- verse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, any securities ownedto be sold for the account of the Blackstone Holders and Wasserstein Holders, first as required by the Company Existing Registration Xxxxxx Xxxxement (as such requirements are in effect on the date of the Purchase Agreement); (2) second, any Registrable Securities and second by other shares of Common Stock to be sold for the account of the Initiating Holders and any other Designated Holders (including the Initiating Holders) if any), pro rata based on upon the number of Registrable Securities and other than shares of Common Stock then owned by each such Designated Holder.
them; and (ii3) If an Initiating Holder makes a request for a Demand Registration andthird, pursuant any securities to Section 3(e)(i) above, the Approved Underwriter advises be sold by the Company to reduce or any other Person exercising incidental or piggy-back registration rights. If, by reason of the aggregate amount application of Registrable Securities requested to be included clause (1) or by reason of the share limitation set forth in such offering such that Section 3.1(b) or if less than seventy-five percent (75%) % of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested to be included by any Initiating Holder registered are ultimately included in and sold pursuant to such Demand Registrationregistration, the Initiating Holder registration shall have not count as one of the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of two Demand Registrations to be effected by the Company for any one which such Initiating Holder exceed two (2)Holders are entitled.
Appears in 1 contract
Samples: Registration Rights Agreement (Collins & Aikman Corp)
Underwriting Procedures. (i) If Shamrock so elects, the Company or the Initiating Holders holding a majority offering of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such a Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined in Section 2(e)) selected in accordance with Section 3(f2(e). In connection with With respect to any Demand Registration under this Section 3 involving an firm commitment underwritten offering, none of the Registrable Securities held by any Designated Holder making Company shall enter into a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders reasonable and customary underwriting agreement with the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities Ordinary Shares requested to be included in such offering is sufficiently large so as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities Ordinary Shares that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect advereffect and shall reduce allocate the amount of Registrable Securities the Ordinary Shares to be included in such registration as follows: (i) first, Shamrock shall be permitted to include all Registrable Securities to be registered thereby; (ii) second, Eastgate shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate, pro rata among the Eastgate entities to the amount of shares then held by removing from each such Eastgate entity; and (iii) third, the Company and any other shareholder exercising piggyback registration securities ownedrights shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate; provided, first however, that the amount of Ordinary Shares to be sold by the Company and second by the Designated Holders any other shareholders under clause (including the Initiating Holdersiii) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
and/or (iiiv) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested and intended to be included in such offering such that less than seventy-five percent (75%) shall be reduced in its entirety prior to any reduction of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Shamrock's Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Paradigm Geophysical LTD)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as defined below) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offeringunderwriting, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering underwriting unless such Designated Holder accepts the terms of the offering underwriting as agreed upon accepted by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by FIRST as to the Company and second by Company, SECOND as to the class of Designated Holders who are not members of the class of Designated Holders (including the Initiating HoldersInvestor Stockholders or the EXE Stockholders, as the case may be) that initiated such registration and who requested to participate in such registration pursuant to Section 3(b) hereof as a group, if any, and THIRD as to the class of Designated Holders that initiated such registration as a group, pro rata within each group based on the number of Registrable Securities entitled to be included therein owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included participating in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Exe Technologies Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offeringunderwriting, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering underwriting unless such Designated Holder accepts the terms of the offering underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce reduce, first as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any; and second as to the Initiating Holders as a group, pro rata within each group based on the number of Registrable Securities included in the request for Demand Registration, the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationregistration; provided, however, that in no event shall if the aggregate number of Demand Registrations Registrable Securities to be effected included in a Demand Registration by an Initiating Holder is reduced by the Company for any one Approved Underwriter, then such Initiating Holder exceed two (2)shall be entitled to retain a Demand Registration with respect to such number of Registrable Securities excluded by the Approved Underwriter, provided that such Initiating Holder may not initiate such Demand Registration within nine months of the effective date of the Registration Statement with respect to the Demand Registration in which the Approved Underwriter excluded such Initiating Holder's Registrable Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Bindview Development Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration or Short-Form Registration to be in the form of a firm commitment underwritten offering public offering, and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration or Short-Form Registration under this Section 3 (including any request pursuant to Section 3(d)) involving an underwritten public offering, none of the Registrable Securities held by any Designated Investor Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b4(a) hereof shall be included in such underwritten public offering unless such Designated Investor Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company and the requesting Investor Holders in its reasonable opinion writing that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large exceeds the number of securities which can be sold in such offering within a price range acceptable to have the holders of a material adverse effect on majority of the success of Registrable Securities requested to be included in such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from and shall include first, the Registrable Securities for which inclusion in such registration securities owned, first underwritten offering was requested by the Company and second Initiating Holder(s), pro rata (if applicable), based on the number of Registrable Securities beneficially owned by the Designated each such Initiating Holder(s), second, other Registrable Securities of Investor Holders (including the Initiating Holders) requested to be included in such offering, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andparty, pursuant to Section 3(e)(i) aboveand third, the Approved Underwriter advises equity securities offered by the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationits own account; provided, however, that that, in no the event shall that, due to a cutback in accordance with this clause (f), a Demand Initiating Holder is unable to sell at least 80% of the aggregate number of Demand Registrations Registrable Securities initially proposed to be effected sold by the Company for any one such Demand Initiating Holder exceed two (2)pursuant to a Demand Registration, such Demand Initiating Holder shall be entitled to withdraw its demand if it pays the Registration Expenses and any expenses pursuant to Section 7(d)(ii) associated with such registration incurred to date, and such offering shall neither constitute a Demand Registration nor count against the limit thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Aleris Ohio Management, Inc.)
Underwriting Procedures. (i) If the Company or Requesting Holder(s) making a Demand Registration request under Section 2.01(a) so elect in the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so electDemand Registration Notice, the Company shall use all its commercially reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.01 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.01 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(bSections 2.01(a) hereof and (c) shall be included in such underwritten offering unless unless, at the request of the underwriters for such Designated Demand Registration, such Holder accepts enters into an underwriting agreement pursuant to the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.06(a) hereof and then only in such quantity as will notset forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first Demand Registration by the Company Requesting Holder(s) and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that less than seventy-five percent (75%) is not a Requesting Holder based on the relative number of the Registrable Securities so requested to be included by any Initiating Holder are ultimately each such Holder. The Holders of a majority of the Registrable Securities to be included in and sold pursuant to such any Demand Registration, the Initiating Holder Registration shall have the right to require select, subject to the prior written consent of the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations (not to be effected by unreasonably withheld or delayed), the Company for any one Initiating Holder exceed two (2)managing underwriter or underwriters to administer such offering.
Appears in 1 contract
Samples: Registration Rights Agreement (Eagle Bulk Shipping Inc.)
Underwriting Procedures. (ia) If the Company or the Initiating Holders holding a majority The offering of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts pursuant to cause such a Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or and other underwriters selected for such offering shall be selected by the Initiating Stockholders, provided that the managing underwriter and other underwriters are reasonably acceptable to the Company (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Underwriter selected in accordance with Section 3(fDemand Underwriter"). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and if the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Demand Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable 5 5 Securities that in the opinion of the Approved Demand Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a included in the request for a Demand Registration and, pursuant to Section 3(e)(i) aboveRegistration, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included each Stockholder in and sold such registration.
(b) An offering of Registrable Securities under the Shelf Registration may, but need not be, pursuant to an underwritten offering. However, if any such Demand Registrationoffering is to be pursuant to an underwritten offering, the Initiating Holder Stockholder or Stockholders intending to sell Registrable Securities in such underwritten offering shall have the right to require give the Company written notice of their desire to effect proceed with an additional Demand underwritten offering under the Shelf Registration; provided. Only one underwritten offering under the Shelf Registration shall be permitted, howeverand any such offering must be for at least 1,500,000 shares of Common Stock (subject to appropriate adjustments to reflect stock splits, that in no event stock dividends, corporate recapitalizations or similar transactions) or at least $80,000,000 face amount of Preferred Stock. The managing underwriter and other underwriters selected for such offering shall the aggregate number of Demand Registrations to be effected selected by the Stockholders seeking to sell such shares through such underwriter, provided that the managing underwriter and other underwriters are reasonably acceptable to the Company for any one Initiating Holder exceed two (2having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Shelf Underwriter" and together with an Approved Demand Underwriter, an "Approved Underwriter").
(c) An offering of Registrable Securities under a Resale Registration Statement may not be pursuant to an underwritten offering.
Appears in 1 contract
Underwriting Procedures. (i) If In the Company or case of a requested Demand Registration relating to Registrable Securities having a fair market value of at least $20 million, if the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which such requested Demand Registration relates so elect, the Company shall use all commercially reasonable efforts offering of such Registrable Securities pursuant to cause such requested Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritten offeringsuch event, none of the Company shall use its reasonable efforts to include all Registrable Securities held requested by any Designated Holder making a request for inclusion of such Registrable Securities pursuant the Eligible Holders to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts registration. Notwithstanding the terms of the offering as agreed upon by the Companypreceding sentence, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If if the Approved Underwriter advises the Company in writing that, in its reasonable opinion that opinion, the aggregate amount of such Registrable Securities requested to be included in such offering registration (including those securities requested by the Company to be included in such registration) is sufficiently large to have a material an adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect on the success of such offering (the “Approved Underwriter Amount”), and (i) if the number of Registrable Securities proposed to be included in such registration is greater than the Approved Underwriting Amount, then each Eligible Holder shall reduce be entitled to have included in such registration Registrable Securities equal to its pro rata portion of the amount Approved Underwriter Amount, based on the amounts of Registrable Securities sought to be registered by the Eligible Holders in their requests for participation in the requested Demand Registration, and the Company and any Person who is not an Eligible Holder shall not include any securities therein, and (ii) to the extent that the number of Registrable Securities to be included by the Eligible Holders is less than the Approved Underwriter Amount, securities that the Company and any Person who is not an Eligible Holder proposes to register may also be included. If, as a result of the proration provision of this Section 3(d), any Eligible Holder shall not be entitled to include all Registrable Securities in a registration that such Eligible Holder has requested to be included, such Eligible Holder may elect to withdraw its request to include Registrable Securities in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based on or may reduce the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationincluded; provided, however, that (i) such request must be made in no event writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal or reduction shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)irrevocable.
Appears in 1 contract
Samples: Registration Rights Agreement (Horizon Natural Resources Co)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Majority Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration the offering made pursuant to Section 2(a) to be in the form of an Underwritten Offering (a firm commitment underwritten offering and "Holder Underwritten Offering"); provided, however, that if FIC has previously requested that the managing underwriter or underwriters selected for Company cause an Underwritten Offering of the FIC Registrable Securities (a "FIC Underwritten Offering"), then the Holders may not cause the Company to conduct a Holder Underwritten Offering until ninety (90) days following the completion of the FIC Underwritten Offering. In addition, the Holders may only participate in such offering shall be FIC Underwritten Offering with the Approved Underwriter selected consent of FIC. Similarly, FIC may elect to cause the Company to conduct a FIC Underwritten Offering; provided, however, that if the Majority Holders have previously requested that the Company cause a Holder Underwritten Offering, then FIC may not cause the Company to conduct a FIC Underwritten Offering until ninety (90) days following the completion of the Holder Underwritten Offering. In addition, FIC may only participate in accordance such Holder Underwritten Offering with Section 3(f)the consent of the Majority Holders. In connection with any Demand Registration under this Section 3 involving an underwritten offeringHolder Underwritten Offering or FIC Underwritten Offering, as applicable, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof or FIC Registrable Securities, as applicable, shall be included in such underwritten offering Holder Underwritten Offering or FIC Underwritten Offering, as applicable, unless such Designated Holder or FIC, as applicable, accepts the terms of the offering as agreed upon by the Company, the Initiating Holders Company and the Approved UnderwriterUnderwriters' Representative; it being understood and agreed that in any Holder Underwritten Offering or FIC Underwritten Offering, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only have sole right to select the aggregate amount of Registrable Securities that underwriters and to make all decisions regarding the Approved Underwriter believes may be sold without any such material adverse effect underwriting process and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedoffering, first by but the Company and second by shall consult with the Designated Majority Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andand/or FIC, pursuant to Section 3(e)(i) aboveas applicable, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant with respect to such Demand Registrationdecisions. Notwithstanding anything to the contrary contained in this Agreement, the Initiating each Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed may not request more than two (2)) Holder Underwritten Offerings in any twelve (12) month period and the Holders may not in the aggregate request more than three (3) Holder Underwritten Offerings in any twelve (12) month period.
Appears in 1 contract
Underwriting Procedures. (ia) If the Company or the Initiating Holders holding a majority of at least 10% of the Registrable Securities held by all of the Initiating Holders so electrequest in writing, the Company shall use all commercially reasonable efforts will effect pursuant to cause the Shelf Registration Statement an Underwritten Offering; PROVIDED, HOWEVER, that the Company will not be required to take any action in response to any such Demand Registration request:
(i) if prior to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion date of such Registrable Securities request the Company has effected three Underwritten Offerings pursuant to Section 3(bthis SECTION 2.2(a);
(ii) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises if the Company in its reasonable opinion that has effected an Underwritten Offering pursuant to this SECTION 2.2(a) within the aggregate amount of 120-day period next preceding such request; or
(iii) if the Registrable Securities requested to be included in such offering is sufficiently large to the Underwritten Offering have a material adverse effect on then-current market value of less than $10.0 million. The Company will give written notice (an "UNDERWRITTEN OFFERING NOTICE") of the success proposed Underwritten Offering to all Holders within 15 calendar days after receipt of such offering, then a valid written request for an Underwritten Offering pursuant to this SECTION 2.2(a). Such notice will offer the Company shall Holders the opportunity to include in such registration only the aggregate Underwritten Offering such amount of Registrable Securities as each Holder may request. The Company will include in such Underwritten Offering all Registrable Securities for which the Company has received written requests for inclusion within 15 calendar days after delivery of the Underwritten Offering Notice, subject to SECTION 2.2(b).
(b) The Company will cause the managing underwriter or underwriters of a proposed Underwritten Offering to permit the Holders that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of have requested Registrable Securities to be included in the Underwritten Offering to include all such registration by removing from Registrable Securities on the same terms and conditions as all other Registrable Securities to be included. Notwithstanding the foregoing, if the managing underwriter or underwriters of such registration securities owned, first by Underwritten Offering advises the Company and second by the Designated selling Holders (including that the Initiating Holders) pro rata based on the number total amount of Registrable Securities owned by each that such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andHolders propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such Underwritten Offering, pursuant to Section 3(e)(i) above, the Approved Underwriter advises then the Company will include in such Underwritten Offering up to reduce the aggregate full amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent Underwritten Offering by the Holders (75%) allocated PRO RATA among the Holders on the basis of the amount of Registrable Securities requested to be included therein by any Initiating Holder are ultimately each such Holder) so that the total amount of Registrable Securities to be included in such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and sold pursuant adversely affecting the success of such Underwritten Offering.
(c) Any Registrable Securities may be withdrawn from a proposed Underwritten Offering at any time before the execution and delivery by such Holder of the underwriting agreement relating to such Demand RegistrationUnderwritten Offering. In the event that all Holders withdraw all of their Registrable Securities from a proposed Underwritten Offering before the execution and delivery of an underwriting agreement relating to such Underwritten Offering, either (i) the Initiating Holder Holders withdrawing their Registrable Securities shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by reimburse the Company for all of its out-of-pocket expenses incurred in connection with the proposed Underwritten Offering in excess of the amount of expenses relating solely to the maintenance of the Shelf Registration Statement or (ii) the requested Underwritten Offering will be deemed to have been effected for purposes of SECTION 2.2(a); PROVIDED, HOWEVER, that if such withdrawal was based on the Company's failure to comply in any one Initiating Holder exceed two (2material respect with its obligations hereunder, such reimbursement will not be required and the requested Underwritten Offering will not be deemed to have been effected for purposes of SECTION 2.2(a).
(d) The managing underwriter or underwriters of the Underwritten Offering relating thereto will be selected by the Holders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Offering, subject to the approval of the Company (which approval shall not be unreasonably withheld or unreasonably delayed).
Appears in 1 contract
Samples: Equity Registration Rights Agreement (Alderwoods Group Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders ----------------------- holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3.2 hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of the Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Registration Rights Agreement (Cardiac Science Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause the offering made pursuant to such Demand Registration or any Shelf Takedown pursuant to this Section 2 to be in the form of a firm commitment underwritten offering and offering; provided, however, that the Company shall not be obligated to effect more than five (5) such underwritten offerings. The managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2(g) hereof. In connection with any Demand Registration or Shelf Takedown under this Section 3 2 involving an underwritten offering, none of the Registrable Securities held by any Designated Initial Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b2(a) or 2(c) hereof shall be included in such underwritten offering unless such Designated Initial Holder (i) accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will notset forth below and (ii) completes and executes all reasonable questionnaires, in powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the opinion of the Approved Underwriter, jeopardize the success terms of such offering by the Initiating Holdersunderwriting arrangements. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such registration only Demand Registration or Shelf Takedown, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold in an orderly manner at a price that is acceptable to the Initiating Holders without any causing such material adverse effect and shall reduce effect, all of the amount of Registrable Securities of the Initiating Holders requested to be registered pursuant to such Demand Registration or Shelf Takedown; if the Approved Underwriter determines that additional securities may be included in such offering after including all of the Registrable Securities of the Initiating Holders requested to be included in such registration by removing from Demand Registration or Shelf Takedown, then the offering may include additional securities in the following order of priority (i) first, such registration securities owned, first by number of Registrable Securities of the Company and second by the Designated Initial Holders (including other than the Initiating Holders) and RBL Holders participating in the offering under Section 2(c) hereof, which Registrable Securities shall be allocated pro rata among such Initial Holders and RBL Holders participating in the offering, based on the number of Registrable Securities owned held by each such Designated Initial Holder and RBL Holder.
, (ii) If an Initiating Holder makes a request for a Demand Registration andsecond, pursuant to Section 3(e)(i) abovethe extent any additional securities may be included in such offering after giving effect to clause (i), the Approved Underwriter advises any other securities of the Company to reduce the aggregate amount of Registrable Securities requested by holders thereof to be included in such offering registration or Shelf Takedown, pro rata among such that less than seventy-five percent other holders based on the number of securities held by each such holder, and (75%iii) of third, to the Registrable Securities requested to extent any additional securities may be included by any Initiating Holder are ultimately included in such offering after giving effect to clauses (i) and sold pursuant to such Demand Registration(ii), the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize have a material adverse effect on the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities Registrable Securities owned, first by the Company and Company, second by the Designated Holders (including the Initiating Holders) entities listed on Schedule II hereto, Mount Sinai and GECC, pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andPerson and third by all other Holders, pursuant to Section 3(e)(i) above, pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Holder.
Appears in 1 contract
Samples: Investor Rights Agreement (Amicus Therapeutics Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 4.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities and Registrable Common Shares, if any, offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, FIRST, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV and such number of Registrable Common Shares, if any, offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement, which Registrable Securities and Registrable Common Shares shall be included in allocated PRO RATA among such registration by removing from such registration securities ownedInitiating Holders, first by the Company and second by the Designated Holders (including and the Initiating Common Stock Holders) pro rata , based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andor Registrable Common Shares, pursuant to Section 3(e)(i) aboveas the case may be, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering by each such that less than seventy-five percent Initiating Holder, Designated Holder or Common Stock Holder, as the case may be, SECOND, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and THIRD, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (75%90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities they requested to be included by any Initiating Holder are ultimately included include in and sold such registration pursuant to such Demand Registration, Article V or (ii) the Initiating Holder shall have the right Registration Statement was filed pursuant to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Article VI or this Article IV.
Appears in 1 contract
Underwriting Procedures. The following procedures shall govern Underwritten Offerings pursuant to Section 2(a)(vii) or Section 2(c), whether in the case of an Underwritten Takedown or otherwise.
(i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none None of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b2(a)(vii) or 2(c) hereof shall be included in such underwritten offering unless such Designated Holder (i) accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as will notset forth below and (ii) completes and executes a Selling Stockholder Questionnaire and all customary reasonable questionnaires, in powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the opinion of the Approved Underwriter, jeopardize the success terms of such offering by underwriting arrangements; provided, that no Holder of Registrable Securities included in an Underwritten Offering shall be required to make any representations or warranties to the Initiating Holders. Company (other than representations and warranties regarding (A) such Holder’s ownership of its Registrable Securities to be sold or transferred, (B) such Holder’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested).
(ii) If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success distribution or sales price of the Registrable Securities in such offering, then the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: first, the Company shall include in such registration only reduce or eliminate the aggregate amount securities of Registrable Securities that the Approved Underwriter believes may Company to be sold without included by any such material adverse effect Person other than a Holder or the Company; second, the Company shall reduce or eliminate any securities of the Company to be included by the Company; and third, the Company shall reduce the amount number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) on a pro rata basis based on the total number of Registrable Securities owned requested by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested Holders to be included in the Underwritten Offering.
(iii) Within ten (10) days after receiving a request for an Underwritten Offering constituting a “takedown” from a Shelf Registration Statement, the Company shall give written notice of such request to all other Holders, and subject to the provisions of Section 2(f)(ii) hereof, include in such Underwritten Offering all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the Company’s giving of such notice; provided, however, that such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering such that less than seventy-five percent (75%) and sale of the Registrable Securities requested to be included by registered.
(A) The Majority Holders shall select one or more investment banking firm(s) of national standing to be the managing underwriter or underwriters for any Initiating Holder are ultimately included in and sold Underwritten Offering pursuant to such a Demand RegistrationRegistration or an Underwritten Takedown with the consent of the Company, the Initiating Holder which consent shall have the right to require not be unreasonably withheld, conditioned or delayed and (B) the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number select one or more investment banking firms of Demand Registrations national standing to be effected by the Company managing underwriter or underwriters for any one Initiating Holder exceed two (2)other Underwritten Offering with the consent of the Majority Holders, which consent shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Registration Rights Agreement (Walter Investment Management Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and, second as to the Initiating Holders and second by the any other Designated Holders (including the Initiating Holders) who requested inclusion of their Registrable Securities pursuant to Section 3(b), pro rata based on the number of Registrable Securities owned by each such Initiating Holder and Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. The Company shall (itogether with all Holders or other persons proposing to distribute their securities through such underwriting) If enter into and perform its obligations under an underwriting agreement in customary form with the Company or the Initiating Holders holding managing underwriter(s) selected for such underwriting by a majority of the Registrable Securities held by all in interest of the Initiating Holders so elect(which managing underwriter(s) shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.3, if the managing underwriter(s) advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten (including Registrable Securities), the Company shall use so advise all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none holders of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant Company’s securities that would otherwise be entitled to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders registration and the Approved Underwriter, and then only in such quantity as will not, number of shares to be included in the opinion underwriting or registration shall be allocated in the following priority: first, among all Holders of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities having requested to be included in such offering is sufficiently large to have a material adverse effect registration (pro rata among such Holders on the success basis of such offering, then the Company shall include in such registration only the aggregate amount number of shares of Registrable Securities that the Approved Underwriter believes may be sold without any held by all such material adverse effect and shall reduce the amount of Registrable Securities Holders); second, among all Other Stockholders having requested to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including the Initiating Holders) pro rata based among such Other Stockholders on the basis of the number of Registrable Securities owned shares then held by each all such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andOther Stockholders); and third, pursuant to Section 3(e)(i) above, the Approved Underwriter advises any securities which the Company desires to reduce the aggregate amount sell for its own account. The Company shall advise all holders of Registrable Securities securities requested to be included in such offering such that less than seventy-five percent (75%) registration of the Registrable Securities requested number of shares of securities of each such holder that are entitled to be included in the registration. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected written notice delivered by the Company for or the managing underwriter(s). Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration. The number of shares withdrawn shall be reallocated in the manner set forth above. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter(s) may round the number of shares allocated to any holder to the nearest one Initiating Holder exceed two hundred (2)100) shares.
Appears in 1 contract
Samples: Registration Rights Agreement (Standard Parking Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable its best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.4. In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated of the Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount number of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect effect, and shall reduce the amount of Registrable Securities to shall be included in such registration by removing from such registration securities owned, first by apportioned pro rata among all the Company and second by the Designated selling Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned held by each all such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) aboveselling Holders. Further, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested held by all such selling Holders to be included in such offering underwriting shall not be reduced unless all other securities are first entirely excluded from such that less than seventy-five percent (75%) of the underwriting. Any Registrable Securities requested to excluded or withdrawn from such underwriting shall be included by any Initiating Holder are ultimately included in and sold pursuant to such withdrawn from the Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Samples: Share Subscription Agreement (Qihoo 360 Technology Co LTD)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)4.6. In connection with any Demand Registration under this Section 3 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 4.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, FIRST, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated PRO RATA among such Initiating Holders and Designated Holders) pro rata , based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering by each such that less than seventy-five percent Initiating Holder and Designated Holder, SECOND, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder, and THIRD, securities offered by the Company for its own account. In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (75%90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders but the Designated Holders had the opportunity to include all of the Registrable Securities they requested to be included by any Initiating Holder are ultimately included include in and sold such registration pursuant to such Demand Registration, Article V or (ii) the Initiating Holder shall have the right Registration Statement was filed pursuant to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).Article VI or this Article IV
Appears in 1 contract
Samples: Registration Rights Agreement (Caisse De Depot Et Placement Du Quebec)
Underwriting Procedures. (i) If the Company or the Initiating IM Holders, the Initiating CA Holders or the Initiating Sponsor Holders, as the case may be, holding a majority of the Registrable Securities held by all of the applicable Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause the offering made pursuant to such Demand Registration to be in the form of a firm commitment underwritten public offering if the anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date of such written request and including any Registrable Securities subject to any applicable over-allotment option) to the public equals or exceeds $10,000,000.00 (including causing to be produced and filed any necessary Prospectuses or Prospectus supplements with respect to such offering), and the managing underwriter or underwriters selected for such offering shall be an investment banking firm or firms of national reputation selected to act as the Approved Underwriter selected managing underwriter or underwriters of the offering in accordance with Section 3(f3(g) (each, an “Approved Underwriter”). In connection with any Demand Registration under this Section 3 involving an underwritten public offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b3(c) hereof shall be included in such underwritten public offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the applicable Initiating Holders and the Approved UnderwriterUnderwriters, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriters, jeopardize the success of such offering by the applicable Initiating Holders. If the Approved Underwriter advises Underwriters advise the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes Underwriters believe may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration registration, first, as to the equity securities owned, first offered by the Company and second by for its own account; second, as to the Designated Registrable Securities of Holders (including the who are not Initiating Holders) , as a group, if any, pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an party; and third, as to the Registrable Securities of the Initiating Holder makes Holders, as a request for a Demand Registration andgroup, pursuant to Section 3(e)(i) above, pro rata within such group based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included in owned by each such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registrationparty; provided, however, that any party whose right to participate in no event shall the aggregate number such offering is reduced by greater than thirty percent (30%) may withdraw all of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)its Registrable Securities from such registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Hemisphere Media Group, Inc.)
Underwriting Procedures. (i) If the Company or the an Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders Holder so electelects, the Company shall use all its commercially reasonable efforts to cause such his/her or its Demand Registration to be in the form of a firm commitment an underwritten offering (which, for the avoidance of doubt, shall include, if the Registration Statement is in the form of a Shelf Registration Statement, preparing and filing a prospectus supplement that relates to such underwritten offering) and the managing underwriter or underwriters selected Managing Underwriter for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Company and such Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating HoldersHolder. If the Approved Managing Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration Demand Registration only the aggregate amount of Registrable Securities that the Approved Managing Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from registration, which, in the case of multiple Initiating Holders exercising their Demand Registration rights as part of such registration securities ownedoffering, first by the Company and second by the Designated Holders (including the Initiating Holders) shall be made pro rata based on the number of Registrable Securities owned requested by each such Designated Holder.
Initiating Holders to be part of such offering. Notwithstanding anything to the contrary contained herein, (i) if the Company desires to sell Common Shares for its own account, it may include a number of Common Shares in the applicable Registration Statement and related offering up to 10% of all of the Common Shares being sold in such offering, and (ii) If the Company shall not be obligated to effect, or take any action to effect, an underwritten offering pursuant to a Demand Registration by an Initiating Holder makes a request during the period commencing on the date that is thirty (30) days prior to the Company’s good faith estimate of the filing date for a Demand Registration and, registration statement covering the offering and sale of Common Shares by the Company with respect to which the Company gave written notice to such Initiating Holder pursuant to Section 3(e)(i4.1 and ending on the date that is ninety (90) above, days after the Approved Underwriter advises the Company to reduce the aggregate amount effectiveness of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)registration statement.
Appears in 1 contract
Samples: Registration Rights Agreement (LoanCore Realty Trust, Inc.)
Underwriting Procedures. (a) If Holders of at least 30% in principal amount of Registrable Securities, determined as of the date hereof (the "Underwriting Request Threshold") so request in writing to the Company (a "Registration Request"), the Company and the Guarantors shall effect pursuant to the Shelf Registration Statement an Underwritten Offering; provided, however, that the Company and the Guarantors shall not be required to take any action in response to any such request:
(i) If if the Company and the Guarantors have effected an Underwritten Offering pursuant to this Section 2.2(a) within the 270-day period immediately preceding such request;
(ii) if the Holders making such request have not secured the services of an underwriter or underwriters (it being understood that neither the Initiating Holders holding a majority Company nor the Guarantors shall have any obligation to secure the services of an underwriter on behalf of the Holders); or
(iii) if entitled to delay action pursuant to Section 3.3. The Company shall give written notice (an "Underwritten Offering Notice") of the proposed Underwritten Offering to all Holders within 15 calendar days after receipt of a valid Registration Request. Such notice shall offer the Holders the opportunity to include in such Underwritten Offering such amount of Registrable Securities held by as each Holder may request. The Company and the Guarantors shall include in such Underwritten Offering all Registrable Securities for which the Company has received written requests for inclusion within 15 calendar days after delivery of the Initiating Holders so electUnderwritten Offering Notice, the subject to Section 2.2(b).
(b) The Company shall use all commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be of a proposed Underwritten Offering to permit the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities have requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in an Underwritten Offering, undertaken pursuant to Section 2.2(a) above, to include all such registration by removing from Registrable Securities on the same terms and conditions as all other Registrable Securities to be included. Notwithstanding the foregoing, if the managing underwriter or underwriters of such registration securities owned, first by Underwritten Offering advises the Company and second by the Designated selling Holders (including that the Initiating Holders) pro rata based on the number total amount of Registrable Securities owned by each that such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration andHolders propose to include in such Underwritten Offering is such as to materially and adversely affect the success of such Underwritten Offering, pursuant to Section 3(e)(i) above, the Approved Underwriter advises then the Company and the Guarantors shall include in such Underwritten Offering up to reduce the aggregate full amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent Underwritten Offering by the Holders (75%) allocated pro rata among the Holders on the basis of the amount of Registrable Securities initially requested to be included therein by any Initiating Holder are ultimately each such Holder) so that the total amount of Registrable Securities to be included in such Underwritten Offering is the full amount that, in the written opinion of such managing underwriter or underwriters, can be sold without materially and sold pursuant adversely affecting the success of such Underwritten Offering.
(c) Any Registrable Securities may be withdrawn from a proposed Underwritten Offering at any time before the execution and delivery by such Holder of the underwriting agreement relating to such Demand RegistrationUnderwritten Offering. In the event that the number of Holders withdrawing Registrable Securities from a proposed Underwritten Offering before the execution and delivery of an underwriting agreement relating to such Underwritten Offering causes the principal amount of Registrable Securities participating in such offering to drop below the requirement set forth in Section 2.2(a) above, the Initiating Holder Holders withdrawing their Registrable Securities shall reimburse the Company and the Guarantors for all of their out-of-pocket fees and expenses (including counsel fees and expenses) incurred in connection with the proposed Underwritten Offering in excess of the amount of expenses relating solely to the maintenance of the Shelf Registration Statement and the Company and the Guarantors shall have no obligation to proceed with the right to require the Company to effect applicable request for an additional Demand RegistrationUnderwritten Offering; provided, however, that if such withdrawal was based on the Company's failure to comply with its obligations hereunder, such reimbursement shall not be required and the requested Underwritten Offering shall not be deemed to have been effected for purposes of Section 2.2(a).
(d) The managing underwriter or underwriters of the Underwritten Offering relating thereto shall be selected by the Holders of at least a majority in no event shall principal amount of the aggregate number of Demand Registrations Registrable Securities proposed to be effected by included in such Underwritten Offering, subject to the approval of the Company for any one Initiating Holder exceed two (2which approval shall not be unreasonably withheld or unreasonably delayed).
Appears in 1 contract
Samples: Debt Registration Rights Agreement (Mariner Health Care Inc)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that marketing factors require a limitation on the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any jeopardizing the success of such material adverse effect offering and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by as to the Company and Company, second by as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder, as the case may be.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2).
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f3(g). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the other Initiating Holders and the Approved Underwriter, and then then, subject to the immediately following sentence, only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by first, as to the Company, second, as to any other stockholders of the Company and second by who hold similar registration rights to the Designated Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based upon the number of Registrable Securities or other similar securities owned by each such other stockholder of the Company as a group, if any, and third, as to the (including i) Designated Holders and (ii) any other stockholders of the Company who hold and have exercised similar registration rights as the Initiating Holders) Holders hereunder pursuant to other registration rights agreements as a group, pro rata within each group based on the number of Registrable Securities or other similar securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in or each such offering such that less than seventy-five percent (75%) other stockholder of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)Company.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)2.06. In connection with any Demand Registration under this Section 3 Article II involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof 2.02 shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holdersset forth below. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce the amount effect, first, such number of Registrable Securities to be included in such registration by removing from such registration securities owned, first by the Company and second by the Designated Holders (including of the Initiating Holders and any Designated Holder participating in the offering pursuant to Section 2.02, which Registrable Securities shall be allocated PRO RATA among such Initiating Holders and Designated Holders) pro rata , based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering by each such that less than seventy-five percent (75%) Initiating Holder and Designated Holder, second, any other securities of the Registrable Securities Company requested by holders thereof to be included in such registration, which such securities shall be allocated PRO RATA among such stockholders, based on the number of the Company's securities requested to be included in such offering by any Initiating Holder are ultimately included in each such stockholder, and sold pursuant to such Demand Registrationthird, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected securities offered by the Company for any one Initiating Holder exceed two (2)its own account.
Appears in 1 contract
Samples: Registration Rights Agreement (NBC Acquisition Corp)
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)3.6. In connection with any Demand Registration under this Section 3 Article III involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) 3.2 hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved UnderwriterUnderwriter (including execution of an escrow agreement and/or a power of attorney with respect to the disposition of the Registrable Securities), and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without causing such material adverse effect. In such case Registrable Securities shall be included in the following order of priority: (1) first, any securities to be sold for the account of the Blackstone Holders and Wasxxxxxxxx Xxlders (each as defined in the Existing Registration Rights Agreement), as required by removing from such registration securities ownedSection 4.1 of the Existing Registration Rights Agreement or Section 8.2 of this Agreement; (2) second, first by any Registrable Securities and other shares of Common Stock to be sold for the Company account of the Initiating Holders and second by the Designated Priority Holders (including the Initiating Holders) if any), pro rata based on upon the number of Registrable Securities and other shares of Common Stock then owned by each such them; (3) third, any securities to be sold for the account of any Designated Holder.
Holders (iiother than the Initiating Holders) If an Initiating Holder makes a request for a Demand Registration andand Future Designated Holders that are not Priority Holders, pursuant to Section 3(e)(i) above, pro rata based upon the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities requested to be included and other shares of Common Stock then owned by them; and (4) fourth, by the Company or any other Person exercising incidental or piggyback registration rights. If, by reason of the application of clause (1) or the Priority Holders' rights (if any) in such offering such that clause (2) or by reason of the 10 million share limitation, less than seventy-five percent (75%) 50% of the Registrable Securities which the Initiating Holders of the subject Demand Registration requested to be included by any Initiating Holder registered are ultimately included in and sold pursuant to such Demand Registrationregistration, the Initiating Holder registration shall have not count as one of the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of two Demand Registrations to which such Initiating Holders are entitled nor shall such registration count as a registration in which a Priority Holder exercised its right to be effected by the Company for any one Initiating treated as a Priority Holder exceed two (2)under Section 3.2.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all its commercially reasonable efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall be required to include in such registration only the aggregate offering, to the extent of the amount of Registrable Securities that the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduce effect, first, all of the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first by offered for the Company and second by the Designated Holders (including account of the Initiating Holders) , pro rata based on the number of Registrable Securities owned by each such Initiating Holders; second, the Registrable Securities to be offered for the account of the other Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, Holders who requested inclusion of their Registrable Securities pursuant to Section 3(e)(i) above3(b), pro rata based on the Approved Underwriter advises the Company to reduce the aggregate amount number of Registrable Securities owned by such Designated Holders; and third, any other securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2)offering.
Appears in 1 contract
Underwriting Procedures. (i) If the Company or Requesting Holder(s) making a Demand Registration request under Section 2.02(a) so elect in the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so electDemand Registration Notice, the Company shall use all its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f)offering. In connection with any Demand Registration under this Section 3 2.02 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(bSections 2.02(a) hereof and (c) shall be included in such underwritten offering unless unless, at the request of the underwriters for such Designated Demand Registration, such Holder accepts enters into an underwriting agreement pursuant to the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, Section 2.07(a) hereof and then only in such quantity as will notset forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities owned, first Demand Registration by the Company Requesting Holder(s) and second by the Designated Holders (including the Initiating Holders) pro rata based on the number of Registrable Securities owned by each such Designated Holder.
(ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that less than seventy-five percent (75%) is not a Requesting Holder based on the relative number of the Registrable Securities so requested to be included by any Initiating Holder are ultimately each such Holder. The Holders of a majority of the Registrable Securities to be included in and sold pursuant to such any Demand Registration, the Initiating Holder Registration shall have the right to require select, subject to the prior written consent of the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations (not to be effected by unreasonably withheld or delayed), the Company for any one Initiating Holder exceed two (2)managing underwriter or underwriters to administer such offering.
Appears in 1 contract
Samples: Registration Rights Agreement
Underwriting Procedures. (i) If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the Company shall use all commercially reasonable its best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Section 3(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering by the Initiating Holders. If the Approved Underwriter advises the Company in its reasonable opinion that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Registrable Securities that the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration by removing from such registration securities ownedregistration, first by First as to the Company and second by Company, Second as to the Designated Holders (including who are not Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any, and Third as to the Initiating Holders) Holders as a group, pro rata within each group based on the number of Registrable Securities owned by each such Designated Holder or Initiating Holder.
, as the case may be. (ii) If an Initiating Holder makes a request for a Demand Registration and, pursuant to Section 3(e)(i) above, the Approved Underwriter advises the Company to reduce the aggregate amount of Registrable Securities requested to be included in such offering such that less than seventy-five percent (75%) of the Registrable Securities requested to be included by any Initiating Holder are ultimately included in and sold pursuant to such Demand Registration, the Initiating Holder shall have the right to require the Company to effect an additional Demand Registration; provided, however, that in no event shall the aggregate number of Demand Registrations to be effected by the Company for any one Initiating Holder exceed two (2f).
Appears in 1 contract
Samples: Registration Rights Agreement (Eos International Inc)
