Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. (a) The offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter and other underwriters selected for such offering shall be selected by the Company, provided that the managing underwriter and other underwriters are reasonably acceptable to the Initiating Stockholders (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Underwriter"). In such event, if the Approved Underwriter advises the Company in writing that in its 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 offering, the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce pro rata 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.

Appears in 2 contracts

Samples: Registration Rights Agreement (Corecomm LTD /De/), Agreement and Plan of Merger (Corecomm LTD)

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Underwriting Procedures. (a) The If the Holder or Holders of a majority of the aggregate outstanding shares of Registrable Securities held by the Holders hereunder to which the Shelf Registration relates so elect, the offering of such Registrable Securities pursuant to a Demand Shelf Registration shall be in the form of a firm commitment an underwritten offering and the managing underwriter and other or underwriters selected for such offering shall be selected by the Company, provided that the managing underwriter and other underwriters are reasonably acceptable to the Initiating Stockholders Approved Underwriter (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Underwriter"as defined below). In such event, if the Approved Underwriter advises the Company Ivex in writing that in its opinion the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large as to have a material adverse effect on the success of such offering, the Company Ivex shall include in such registration only the aggregate amount of Registrable Securities that that, in the opinion of the Approved Underwriter Underwriter, may be sold without any such material adverse effect and shall reduce reduce, pro rata based on the number of Registrable Securities included in the request for Demand Registrationrata, the amount of Registrable Securities to be included by each Stockholder Holder in such registrationoffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Ivex Packaging Corp /De/)

Underwriting Procedures. (a) The offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter and other underwriters selected for such offering shall be selected by the CompanyInitiating Stockholders, provided that the managing underwriter and other underwriters are reasonably acceptable to the Initiating Stockholders Company (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Underwriter"). In such event, if the Approved Underwriter advises the Company in writing that in its 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 offering, the Company shall include in such registration only the aggregate amount of Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce pro rata 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.

Appears in 1 contract

Samples: Recapitalization Agreement and Plan of Merger (Corecomm LTD)

Underwriting Procedures. (a) The offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter and other underwriters selected for such offering shall be selected by the CompanyInitiating Stockholders, provided that the managing underwriter and other underwriters are reasonably acceptable to the Initiating Stockholders Company (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Demand Underwriter"). In such event, if the Approved Demand Underwriter advises the Company in writing that in its 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 offering, 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 may be sold without any such material adverse effect and shall reduce pro rata 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.

Appears in 1 contract

Samples: Registration Rights Agreement (Corecomm LTD /De/)

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Underwriting Procedures. (a) The If the holder or holders of a majority of the aggregate outstanding shares of Registrable Securities held by the holders of Registrable Securities hereunder to which the Shelf Registration relates so elect, the offering of such Registrable Securities pursuant to a Demand Shelf Registration shall be in the form of a firm commitment an underwritten offering and the managing underwriter and other or underwriters selected for such offering shall be selected by the Company, provided that the managing underwriter and other underwriters are reasonably acceptable to the Initiating Stockholders Approved Underwriter (having due regard to the experience and relationship with the Company of the managing underwriter and the other underwriters) (the "Approved Underwriter"as defined below). In such event, if the Approved Underwriter advises the Company Packaging Dynamics in writing that in its opinion the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large as to have a material adverse effect on the success of such offering, the Company Packaging Dynamics shall include in such registration only the aggregate amount of Registrable Securities that that, in the opinion of the Approved Underwriter Underwriter, may be sold without any such material adverse effect and shall reduce reduce, pro rata based on the number of Registrable Securities included in the request for Demand Registrationrata, the amount of Registrable Securities to be included by each Stockholder holder of Registrable Securities in such registrationoffering.

Appears in 1 contract

Samples: Registration Rights Agreement (Packaging Dynamics Corp)

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