Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 6 contracts
Samples: Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.), Shareholders Agreement (Home Inns & Hotels Management Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in such in, the registration and underwriting. No The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; provided, however, that no such reduction shall reduce the amount of securities value of the selling Registrable Securities of the Holders included in the such registration below thirty fifty percent (3050%) percent of the total amount value of securities included in such registration, unless such offering is the initial public offering Company’s Initial Public Offering and such registration does not include shares of any other selling shareholdersstockholders (excluding shares registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded excluded. In no event will shares of any other selling stockholder be included in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and registration that would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of . If shares are so withdrawn from the registration statement relating theretoand if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), or the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such other shorter period of time as shares to be allocated among the underwriters may requirepersons requesting additional inclusion, in the manner set forth above.
Appears in 5 contracts
Samples: Rights Agreement (Juno Therapeutics, Inc.), Voting Agreement (Juno Therapeutics, Inc.), Investors’ Rights Agreement (Juno Therapeutics, Inc.)
Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder included in such underwriting and registration reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time "Holder," as the underwriters may requiredefined in this sentence.
Appears in 5 contracts
Samples: Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com Inc), Investor Rights Agreement (Mp3 Com Inc)
Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to Section 9.2(a)(i2(a). In If Other Stockholders request such event inclusion, the right Holders shall offer to include the securities of any Holder to registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other holders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 9.22(a), if the managing underwriter determines representative advises the Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each 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 to or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and shall not be transferred in a public distribution prior to ninety (90) days after the effective date officers and directors of the Company may include its or their securities for its or their own account in such registration statement relating thereto, or if the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such other shorter period of time as the underwriters may requireregistration and underwriting will not thereby be limited.
Appears in 5 contracts
Samples: Registration Rights Agreement (Warburg Pincus Equity Partners Lp), Registration Rights Agreement (American Medical Systems Holdings Inc), Registration Rights Agreement (Information Holdings Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty twenty-five percent (3025%) of the total amount of securities requested to be included in such registrationregistration and underwriting, unless such offering registration is the initial public offering and such registration does not include shares of any other selling shareholdersCompany’s Initial Public Offering, in which event any or all of case the Registrable Securities of the selling Holders may be excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and underwriters make the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesdetermination described above. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 5 contracts
Samples: Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.), Registration Rights Agreement (Y-mAbs Therapeutics, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit (or exclude entirely) on a pro rata basis the number of Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) to be included in such registration. If all Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) have been excluded from such registration and underwriting. No the managing underwriter determines that a further limitation is required, the managing underwriter may limit the remaining Registrable Securities (including those under the Modification Agreement) to be included in such reduction shall registration; provided, however, that the managing underwriter may not reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders under the Modification Agreement to be included in the registration to less than 25% of the total shares so included; provided further, however, that such percentage may be excluded in accordance with reduced or waived by the immediately preceding sentenceHolders of a majority of the Registrable Securities under the Modification Agreement, excluding Registrable Securities held by the Affiliates (each as defined under the Modification Agreement). The Company shall so advise all Holders under this Agreement and under the Modification Agreement and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities (including those under the Modification Agreement) and other securities that may be included in the registration and underwriting shall be allocated among all the Holders under this Agreement and under the Modification Agreement and such other holders exercising their registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such Holder Holders and such other holders exercising their registration rights at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder (both under this Agreement and the Modification Agreement) or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 5 contracts
Samples: Registration Rights Agreement (Euphonix Inc \Ca\), Registration Rights Agreement (Euphonix Inc \Ca\), Registration Rights Agreement (Euphonix Inc \Ca\)
Underwriting. If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise the Holders as a part not be required under Section 1.4 to include any of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation Holders' securities in such underwriting and unless they accept the inclusion terms of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders distributing persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their securities through such underwriting) enter into an underwriting agreement in customary form with sole discretion will not jeopardize the managing underwriter selected for such underwriting success of the offering by the CompanyCompany or the other persons who caused the Company to initiate the registration. Notwithstanding any other provision If the total amount of this Section 9.2securities, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenincluding Registrable Securities, the managing underwriter may limit the number of Registrable Securities requested by shareholders to be included in such registration and underwriting. No such reduction shall reduce offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the selling Holders included offering, then the Company shall be required to include in the registration below thirty percent (30%) offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities so included shall be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders. For purposes of the preceding sentence concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling shareholder" and any pro rata reduction with respect to such "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other "selling shareholders, shareholder," as defined in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding this sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 4 contracts
Samples: Registration Rights Agreement (Oragenics Inc), Registration Rights Agreement (Oragenics Inc), Registration Rights Agreement (Oragenics Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(i1.2(a). In such event event, the right of any the Holder to registration pursuant to Section 9.2 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Holder shall (together with the Company and the other holders distributing their securities through such underwritingunderwriting (the "Other Participating Holders")) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities of (including, without limitation, Registrable Securities) requested to be registered pursuant to registration rights granted to the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting Holder and the number of shares of Registrable Securities that may be included in Other Participating Holders by the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementCompany. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any the Holder or other person the Other Participating Holders to the nearest 100 one hundred (100) shares. If the Holder or any Other Participating Holder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety one hundred and eighty (90180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 4 contracts
Samples: Indemnification Escrow Agreement (Microfield Group Inc), Registration Rights and Lock Up Agreement (Aequitas Capital Management Inc.), Series 3 Registration Rights and Lock Up Agreement (Aequitas Capital Management Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 6.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 9.26.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No underwriting on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, however, that no such reduction shall may reduce the amount number of securities of being sold by the selling Holders included in the registration below to less than thirty percent (30%) of the total amount of securities included shares being sold in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 4 contracts
Samples: Preferred Stock Purchase Agreement (Hypermedia Communications Inc), Preferred Stock Purchase Agreement (Hypermedia Communications Inc), Preferred Stock Purchase Agreement (Hypermedia Communications Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2.1(a). In such event the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder shareholder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. Company may include its equity securities held by shareholders other than Holders in a registration statement pursuant to this Section 2.2 to the extent that applicable registration rights have been granted with respect to such other equity securities. Shareholder understands that Company may grant additional registration rights in the future to other persons acquiring Company's securities. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that marketing factors require a limitation of the number of securities to be underwritten, the number of securities to be underwritten shall be allocated first to Company, and second to the Holders and any other holders of applicable registration rights with respect to their securities of Company on a pro rata basis based on the total number of Registrable Securities requested to be included in such offering by each participating Holder pursuant to Section 2.2.1(b) above and the total number of securities requested to be included in such offering by each other holder of applicable registration rights. Company shall advise all participating Holders of any such limitation and allocation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders in proportion to the total number of Registrable Securities requested to be included in such offering by each participating Holder pursuant to Section 2.2.1(b) above. To facilitate the allocation of shares in accordance with the above provisions, Company may round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares.
Appears in 3 contracts
Samples: Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Trycera Financial, Inc.), Stock Acquisition Agreement (Mezzanine Investment Corp)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6.1(i). In such event the right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting Underwriting by the Company. Notwithstanding any other provision of this Section 9.26, if the managing underwriter Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit limit, on a pro rata basis, the number of Registrable Securities to be included in such registration; provided, however, that in no public offering shall other holders of "piggyback" registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included rights participate in such registrationoffering unless the Holders (including the Exchangeable Share Holders, unless such offering is Exchangeable Share Holders shall be entitled to use the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all closing date of the Registrable Securities of Amalgamation as the Holders may be excluded original purchase date for their Ordinary Shares for Rule 144(d) purposes in accordance with the immediately preceding sentencemanner contemplated by Section 5.3) have participated to the full extent requested. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities entitled to registration held by such Holder Holders and other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 3 contracts
Samples: Rights Agreement (Backweb Technologies LTD), Rights Agreement (Backweb Technologies LTD), Rights Agreement (Backweb Technologies LTD)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares securities to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No The Company shall so advise all holders of securities requesting registration, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on their pro rata share of Registrable Securities to be included in the registration, assuming conversion. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities value of the selling Registrable Securities of the Holders included in the such registration below thirty twenty-five percent (3025%) of the total amount value of securities included in such registration, unless such offering is the initial public offering a Qualified Public Offering and such registration does not include shares securities of any other selling shareholdersstockholders (excluding Registrable Securities registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesexcluded. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of . If Registrable Securities are so withdrawn from the registration statement relating theretoand if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), or the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of Registrable Securities so withdrawn, with such other shorter period of time as Registrable Securities to be allocated among the underwriters may requirepersons requesting additional inclusion, in the manner set forth above.
Appears in 3 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Maxygen Inc), Investors’ Rights Agreement (Maxygen Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 4(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 4 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such Holder holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 3 contracts
Samples: Registration Rights Agreement (Spectrx Inc), Registration Rights Agreement (Spectrx Inc), Preferred Stock Purchase Agreement (Spectrx Inc)
Underwriting. If Holders wish to include Shares in a registration under Section 2(b), or if Holders holding not less than 50% of the registration Shares intend to distribute Shares by means of which the Company gives notice is for a an underwriting to be registered public offering involving an underwritingunder Section 2(a), the Company they shall so advise the Holders as a part Company prior to the effective date of the registration statement filed by the Company, and the Company shall include such information in a written notice given pursuant to Section 9.2(a)(i)all Holders. In All Holders shall be entitled to participate in such event underwriting, and the right of any Holder to registration pursuant to Section 9.2 this Agreement then shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities such Holder’s Shares in the underwriting to the extent provided herein. All The Company shall (together with 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Holders and reasonably acceptable to the Company, in the case of a registration under Section 2(a), or selected by the Company is its sole discretion, in the case of a registration under Section 2(b). Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines advises the Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit then, the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and any other holders of securities having rights to include their securities in the registration, at the time of filing the Registration Statementregistration statement. To facilitate No Registrable Securities excluded from the allocation underwriting by reason of shares the managing underwriter’s marketing limitation shall be included in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharessuch registration. If any Holder or any other holder of securities eligible for inclusion in the registration disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom from the underwriting and registration by written notice to the Company and the managing underwriter. Any The Registrable Securities and/or other securities excluded or so withdrawn shall also be withdrawn from the registration; provided, however, that, if by the withdrawal of such Registrable Securities or other securities a greater number of Registrable Securities held by other Holders or other securities held by persons having rights to participate in such registration may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders and other persons who have included Registrable Securities or other securities in the registration the right to include additional Registrable Securities or other securities in the same proportion used in determining the underwriter limitation. Notwithstanding any other provision of this Agreement, if the registration is one under Section 2(b), and the managing underwriter determines that marketing factors require a limitation of the amount of securities to be underwritten, the Company may exclude Registrable Securities and other securities held by other holders of registration rights without any exclusion of securities offered by Company. In the event of any exclusion of securities held by holders of registration rights, the amount of securities that may be included in the registration and underwriting shall be withdrawn from allocated among all Holders of Registrable Securities and other holders of securities entitled to include securities in such registrationregistration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and shall not be transferred in a public distribution prior other securities that the Company has agreed to ninety (90) days after the effective date of the registration statement relating thereto, or register held by each such other shorter period of time as the underwriters may requireperson.
Appears in 3 contracts
Samples: Registration Rights Agreement (OncoCyte Corp), Registration Rights Agreement (OncoCyte Corp), Registration Rights Agreement (Biotime Inc)
Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.5(a)(i). In such event the The right of any Holder to registration pursuant to Section 9.2 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All The Company shall (together with 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 its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (which managing underwriter shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to be registered). Notwithstanding any other provision of this Section 9.21.5, if the managing underwriter determines advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders desiring to participate in such registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holder Holders at the time of filing the Registration Statementregistration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities to be registered by the Company for its own account or by any other holders of the Company's securities are first entirely excluded from the underwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. The Company may include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company or (ii) shares of Common Stock held by holders other than the Holders of Registrable Securities but only to the extent that such inclusion of securities in Sections 1.5(b)(i) and (ii) will not diminish the number of securities included by the Holders of Registrable Securities who have requested their securities to be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Omneon Video Networks, Inc.), Investor Rights Agreement (Omneon Video Networks, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities such Holder's shares of the Common Stock in the underwriting to the extent provided hereinherein and shall be further conditioned upon the Company receiving requests to include in the underwriting shares of the Common Stock having a Market Value as of the fifteenth day following mailing of the Company's notice of not less than $500,000. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders officers and directors of the Company and Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.24, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities shares of the Common Stock to be included in such the registration and underwriting. No such reduction shall reduce the amount of securities underwriting by all Holders, officers and directors of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such Company and Other Stockholders requesting registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of shares of the Common Stock requesting registration of the limitation on the number of shares to be underwritten, and the number of shares of Registrable Securities the Common Stock that may are entitled to be included in the registration and underwriting shall be allocated in the following manner: the number of shares to be included in the registration and underwriting by the Company shall not be reduced and any remaining shares shall be allocated among all such Holders, officers and directors of the Holders Company and Other Stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by shares of the Common Stock or other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder of shares of the Common Stock or any officer, director of Other Stockholder disapproves of the terms of any such underwriting, he that person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities shares of the Common Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Registration Rights Agreement (Pulitzer Inc Voting Tr Under Agreement Dated March 18 1999), Registration Rights Agreement (Pulitzer Inc)
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iSubsection II(B)(1)(a). In such event the right of any Holder to registration pursuant to Section 9.2 II(B) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2II(B), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration offering be reduced below thirty percent (30%) of the total amount of the securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company's securities, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in accordance with the immediately preceding sentence. The registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Investor Rights Agreement (Comps Com Inc), Voting Agreement (Comps Com Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Seller as a part of the written notice given pursuant to Section 9.2(a)(i7(a). In such event the right of any Holder Seller to registration pursuant to this Section 9.2 7 shall be conditioned upon such Holder’s Seller'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 Seller (together with the Company and the any other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany and reasonably acceptable to the Company and Seller. Notwithstanding any other provision of this Section 9.27, if the managing underwriter determines that marketing factors require a limitation of the total number of shares securities proposed to be underwrittensold in the offering is so large as to materially threaten the success of such offering, then the managing underwriter may limit the number of Registrable Securities to be included in such registration registration, and underwritingshall deliver written notice to the Seller of such limitation specifying the reason for such limitation and the number of shares that Seller may thereafter include in such registration. No In such reduction event, the managing underwriter shall reduce first limit or exclude the amount of securities of any securityholder that, at such time, is not a party to a written agreement with the selling Holders included in Company that continues to provide for the registration below thirty percent (30%) of such Ordinary Shares by the Company and shall thereafter limit or exclude the Registrable Securities and securities proposed to be registered for the account of any securityholder that, at such time, is a party to a written agreement with the Company that continues to provide for the registration of such securities by the Company, on a pro rata basis based upon the total amount of securities entitled to be included in the registration owned by each of Seller and any such securityholder. The Seller hereby acknowledges that the Company may, in connection with any such registration, unless such offering is the initial public offering and enter into an appropriate registration rights agreement with its existing Section 13 Filers to permit them to participate in such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with as contemplated by the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder Seller disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriter and the underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after reallocated among the effective date remaining holders of the registration statement relating thereto, or such other shorter period of time as Company's securities in the underwriters may requiremanner set forth above.
Appears in 2 contracts
Samples: Registration Rights Agreement (Coherent Inc), Registration Rights Agreement (Coherent Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3(a)(i). In such event event, the right of any Holder each of the Holders to registration pursuant to this Section 9.2 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing ; provided, however, that GP Holding shall not be required to participate in such underwriting if GP Holding, or an affiliate of GP Holding who is a Holder, notifies the Company that it is seeking registration of its shares to enable it to distribute their securities through such underwriting shares to its members or to affiliates of Warburg or limited or general partners of investment funds affiliated with Warburg. The Holders whose shares are to be included in such registration (other than GP Holding if GP Holding, or an affiliate of GP Holding who is a Holder, elects not to participate in such underwriting) shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23, if the managing underwriter representative determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting as the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering representative deems necessary and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceappropriate. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all in the Holders in proportionfollowing manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities, securities held by holders who by contractual right demanded such registration ("Demanding Holders") and securities held by "Holders" under the Registration Rights Agreement, dated as nearly as practicableof January __, 1996, between the Company, Xxxxxxx X. Xxxxxxxxx, and certain of his affiliates (the "Xxxxxxxxx Holders")) shall be excluded from such registration and underwriting to the respective amounts of Registrable Securities held extent required by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionslimitation, the Company may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and the Xxxxxxxxx Holders (if the Xxxxxxxxx Holders are not Demanding Holders) shall be reduced, on a pro rata basis (based on the number of shares originally proposed to any Holder or other person be registered by each such person), by such minimum number of shares as is necessary to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Western Publishing Group Inc), Securities Purchase Agreement (Golden Press Holding LLC)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder to registration pursuant to this Section 9.2 6 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 Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany or by the stockholders of the Company who have the right to select the underwriters (such underwriting agreement to be in the form negotiated by the Company or such stockholders, as the case may be). Notwithstanding any other provision of this Section 9.26, if the managing underwriter determines that marketing factors require or underwriters of a limitation proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the number of shares to be underwritten, the managing underwriter may limit Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, (x) in the event such offering was initiated by the Company, up to the total number of securities that the Company has requested to be included in such registration and underwriting. No (y) in the event such reduction shall reduce offering was initiated by the amount holders of securities of (other than the selling Holders included in the Holders) who have exercised their demand registration below thirty percent (30%) of rights, up to the total amount number of securities that such holders of such securities have requested to be included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and (pro rata based upon the number of shares securities that each of Registrable Securities that may them shall have requested to be included in the registration such offering), (ii) second, and underwriting shall be allocated among only if all the Holders securities referred to in proportionclause (i) have been included, as nearly as practicable, up to the respective amounts total number of Registrable Securities held by securities that the Holders that have requested to be included in such Holder at offering (pro rata based upon the time number of filing securities that each of them shall have requested to be included in such offering) and (iii) third, and only if all the Registration Statementsecurities referred to in clause (ii) have been included, all other securities proposed to be included in such offering that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect. To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Investor Rights Agreement (TCV Vi L P), Investor Rights Agreement (Thestreet Com)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders and the Key Employee as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder or the Key Employee to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s or the Key Employee’s participation in such underwriting and the inclusion of Registrable such Holder’s or the Key Employee’s Subject Securities in the underwriting to the extent provided herein. All Holders and the Key Employee proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Subject Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registrationregistration and underwriting, unless such offering registration is the initial public offering and such registration does not include shares of any other selling shareholdersCompany’s Initial Public Offering, in which event any or all of case the Registrable Securities of the selling Holders may be excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and underwriters make the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesdetermination described above. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Subject Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Investor Rights Agreement (Eagle Pharmaceuticals, Inc.), Investor Rights Agreement (Eagle Pharmaceuticals, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder the Investor to registration pursuant to this Section 9.2 1.3 shall be conditioned upon such Holderthe Investor’s participation in such underwriting the underwritten offering and the inclusion of Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Investor shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting the Investor in writing and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, first to the respective amounts shares desired to be sold by the Company (if the registration has been initiated by the Company) and thereafter any additional shares that may be included in the offering shall be allocated to the Investor pro rata in accordance with the number of shares requested to be included; provided, that if the Note or any PIK Note is then outstanding, at least 35% of the Common Stock in such offering shall be Registrable Securities held by such Holder at the time Investor to the extent Investor holds an adequate number of filing the Registration Statementshares. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person the Investor to the nearest 100 one hundred (100) shares. If any Holder the Investor disapproves of the terms of any such the underwriting, he the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded , in which case such withdrawal or withdrawn from such underwriting shall be withdrawn from such registration, and request for registration shall not be transferred in count as a public distribution prior to ninety (90) days after the effective date registration of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireRegistrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vintage Capital Group, LLC), Registration Rights Agreement (Caprius Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Subscriber as a part of the written notice given pursuant to Section 9.2(a)(i5(a)(i). In such event event, the right of any Holder Subscriber to registration pursuant to this Section 9.2 5 shall be conditioned upon such Holder’s Subscriber's participation in such underwriting and the inclusion of Registrable Securities Subscriber in the underwriting to the extent provided herein. All Holders proposing If Subscriber proposes to distribute their securities his Shares through such underwriting underwriting, he shall (together with the Company and the other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number amount of Registrable Securities Shares to be included in the Company's proposed offering that are held by the Subscriber and all other holders of securities requesting registration shall be reduced by the amount indicated by the underwriter on a pro rata basis among all of such registration and underwriting. No holders, with such reduction shall reduce allocated in proportion to the amount total number of securities each of the selling Holders included such holders, initially sought to have registered in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance connection with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesCompany's proposed offering. If any Holder Subscriber disapproves of the terms of any such underwriting, underwriting he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities of Subscriber's Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding the foregoing, and in connection with a registered public offering involving an underwriting, to the extent that Subscriber's Shares are included therein, Subscriber shall not be transferred in a public distribution prior to ninety (90) days after also enter into such agreements regarding the effective date timing of the registration statement relating theretosale of the Shares by Subscriber (i.e., or such other shorter period of time lock-up agreement), as may be required by the underwriters may requireunderwriter.
Appears in 2 contracts
Samples: Subscription and Registration Rights Agreement (Megamedia Networks Inc), Subscription and Registration Rights Agreement (Megamedia Networks Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 3.2 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 underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in distributed through such registration and underwriting. No ; provided, however, that no such reduction shall reduce the amount number of securities shares of the selling Holders Registrable Securities included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial first registered public offering of the Company’s stock and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with if the immediately preceding sentenceunderwriters make the determination described above. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Rights Agreement (Endocyte Inc), Investors’ Rights Agreement (Endocyte Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder each Purchaser to registration pursuant to Section 9.2 2.1 shall be conditioned upon such Holder’s Purchaser's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders Each Purchaser and all other stockholders 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision Subject only to the provisions of this Section 9.22.1(c) below, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any some or all of the Registrable Securities of the Holders that may be excluded included in accordance with the immediately preceding sentence. The Company shall so advise all Holders registration and other holders distributing their securities through such underwriting and as follows: the number of shares of Registrable Securities that may be included in the registration and underwriting by each Purchaser shall be allocated among all determined by multiplying the Holders in proportion, as nearly as practicable, to the respective amounts number of shares of Registrable Securities held of all selling shareholders of the Company which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Registrable Securities requested to be included in such registration and underwriting by each Purchaser, and the denominator of which is the total number of Registrable Securities which all selling shareholders of the Company have requested to have included in such Holder at the time of filing the Registration Statementregistration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated allocable to any Holder or other such person to the nearest 100 shares. If any Holder Purchaser disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall delivered not be transferred in a public distribution prior to ninety (90) less than seven days after before the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requiredate.
Appears in 2 contracts
Samples: Registration Rights Agreement (Imco Recycling Inc), Registration Rights Agreement (Imco Recycling Inc)
Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no exclusion provided for herein shall reduce the amount of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the to an amount of securities of the selling Holders included in the registration below that is less than thirty percent (30%) of the total amount of securities shares to be included in such registrationregistration based on aggregate market value, unless such offering is the initial public offering Initial Offering and no other stockholders of the Company have shares included in such registration does not include shares of any other selling shareholdersregistration, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceclause. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration that would reduce the number of shares of Registrable Securities that which may be included in by Holders without the registration and underwriting shall be allocated among all written consent of Holders of not less than a majority of the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesSecurities. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company, corporation or venture capital fund, the affiliates, partners, retired partners, members, retired members, stockholders and affiliated venture capital funds of such registrationHolder, or the estates and shall not be transferred in a public distribution prior to ninety (90) days after family members of any such partners, retired partners, members and retired members and any trusts for the effective date benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration statement relating thereto, or rights owned by all entities and individuals included in such other shorter period of time “Holder,” as the underwriters may requiredefined in this sentence.
Appears in 2 contracts
Samples: Rights Agreement, Investor Rights Agreement (Stitch Fix, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Subsection 1.2.1 hereof. In such event the right of any Holder to registration pursuant to Section 9.2 Subsection 1.2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.2, if the managing underwriter reasonably determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first to each holder of the Company's stock electing to participate in the registration that is a party to that certain Second Amended and Restated Registration Rights Agreement dated as of March 31, 1997, as amended by that certain First Amendment to Stock Purchase Agreement, Second Amended and Restated Shareholders' Agreement and Second Amended and Restated Registration Rights Agreement dated as of June 20, 1997, and then among all the Holders and Other Shareholders requesting registration of securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities that such Holder at the time Holders had requested to be included in such registration. The Company shall advise all holders of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round securities requesting registration as to the number of shares or securities that may be included in the registration and underwriting as allocated in the foregoing manner. No such reduction shall be made with respect to any Holder or other person to securities offered by the nearest 100 sharesCompany for its own account. If any Holder or Other Shareholder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: 1999 Registration Rights Agreement (T/R Systems Inc), Registration Rights Agreement (T/R Systems Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Note Holders as a part of the written notice given pursuant to Section 9.2(a)(i). 1.1(a) of this Exhibit B. In such event event, the right of any Note Holder to registration pursuant to this Section 9.2 1.2 shall be conditioned upon such Note Holder’s participation in such underwriting and the inclusion of such Note Holder’s Registrable Securities in the underwriting to the extent provided herein. All Note Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, the Other Selling Stockholders and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in such in, the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all the Holders in proportionallocated, as nearly as practicablefollows: (i) first, to the respective amounts Company for securities being sold for its own account, and (ii) second, to the Note Holders and Other Selling Stockholders requesting to include Registrable Securities and Other Shares in such registration statement based on the pro rata percentage of Registrable Securities and Other Shares held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionsNote Holders and Other Selling Stockholders, the Company may round the number of shares allocated to any Holder or other person assuming conversion and (iii) third, to the nearest 100 sharesOther Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Note Conversion Agreement (GT Biopharma, Inc.), Note Conversion Agreement (Oxis International Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.5(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.5 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.21.5, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Holder) entitled to be included in such reduction registration; but in no event shall reduce the amount of securities of the selling participating Holders included in the registration offering be reduced below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Registration Rights Agreement (3do Co), Registration Rights Agreement (3do Co)
Underwriting. If the registration of statement under which the Company gives notice under this Section 2.1 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Holders. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein; provided that each such Holder shall agree to reasonable limitations on the ability to withdraw from such underwriting. All Holders Each Holder proposing to distribute their securities its Registrable Securities through such underwriting shall (together with enter into a custody agreement and power of attorney, authorizing the Company to (i) sell the Registrable Securities to be offered by such Holders and (ii) execute on the other holders distributing their securities through such underwriting) enter into Holder's behalf an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. If any Holder is or will be unable to deliver any document reasonably required by the underwriters in connection with the sale of such Registrable Securities, including, but not limited to legal opinions and other closing certificates, then the Company shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated as follows: first, to the Company for its own account; second, to the holders under the Investor Rights Agreement and the Holders on a pro rata basis based on the total number of Registrable Securities held by such persons; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder or a holder under the Investor Rights Agreement) on a pro rata basis. No such reduction shall reduce the amount of securities of being offered by the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may for its own account to be included in the registration and underwriting shall underwriting. In no event will shares of any other selling stockholder be allocated among all the Holders included in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round registration which would reduce the number of shares allocated to any Holder or other person to which may be included by Holders, and holders under the nearest 100 shares. If any Holder disapproves Investor Rights Agreement, without the written consent of Holders, and holders under the Investor Rights Agreement of not less than two-thirds (66 2/3%) of the terms of any such underwriting, he may elect Registrable Securities proposed to withdraw therefrom by written notice to be sold in the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.
Appears in 2 contracts
Samples: Registration Rights Agreement (Theglobe Com Inc), Registration Rights Agreement (Theglobe Com Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 5.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company and the other holders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.4, if the managing underwriter determines underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter Company may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 5.4. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner: first, to the Company and second, to the Holders and other holders of Registrable Securities exercising a contractual or other right to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the Securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities Securities included in such registration, unless such offering is the initial public offering and such registration does not include shares Securities of any other selling shareholderssecurity holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall so advise all Holders and other holders distributing their securities through be included in such underwriting and registration. For the avoidance of doubt, nothing in this Section 5.4(b) is intended to diminish the number of shares of Registrable Securities that may securities to be included by the Company in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 2 contracts
Samples: Stockholders Agreement (Snap One Holdings Corp.), Stockholders Agreement (Snap One Holdings Corp.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)this Section. In such event event, the right of any Holder to registration pursuant to this Section 9.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting 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 stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the stockholders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a PRO RATA basis based on the total number of securities (including Registrable Securities) entitled to registration pursuant to registration rights granted by the Company; PROVIDED, HOWEVER, that no such reduction shall may reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in securities being sold by the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementCompany for its own account. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person stockholder to the nearest 100 shares. If any Holder or other stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the final prospectus in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Eroom System Technologies Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.6(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 2.6 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit on a pro rata basis the number of Registrable Securities to be included in such registration and underwriting, provided, that there shall first be excluded from such registration all securities that are not Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration. Notwithstanding the foregoing, unless if such offering is the initial public offering and such registration does not include shares of any other selling shareholdersQualified IPO, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 2.6(b) provided that any and all securities of the immediately preceding sentenceCompany to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw such Holder shall be excluded therefrom by written notice to the Company and Holder from the managing underwriterCompany. Any securities excluded or withdrawn from such underwriting shall be withdrawn excluded from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Members Agreement (Sungy Mobile LTD)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event event, the right of any Holder to registration register pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at Holders; provided, however, in no event shall the time amount of filing Registrable Securities of the Registration Statement. To facilitate Holders included in the allocation offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering (unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the underwriters make the determination described above and provided that all other stockholders desiring to sell shares in accordance with the above provisions, offering are excluded). No securities of the Company may round held by parties other than the Holders or the Company shall be included in any registration and underwriting to which this section applies if the number of shares allocated to any Holder or other person to the nearest 100 sharesRegistrable Securities that would otherwise have been included in such registration and underwriting will thereby be limited. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Rights Agreement (Connected Corp)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require the elimination or a limitation of the number of shares to be underwritten, the managing underwriter may choose to limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount offering by Holders to a minimum of securities of the selling Holders included in the registration below thirty percent (30%) 20% of the total amount of securities shares to be included in such registrationunderwriting; provided, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdershowever, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and that the number of shares Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Any limit on the number of Registrable Securities that may to be included in the registration and underwriting shall will be allocated among all done so on a pro rata basis based on the Holders in proportiontotal number of securities (including, as nearly as practicablewithout limitation, Registrable Securities) entitled to registration pursuant to registration rights granted by the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementCompany. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investor Rights Agreement (Leap Technology Inc / De)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i4(b)(i)(1). In such event the right of any Holder to registration pursuant to Section 9.2 4(b) 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 underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.24(b), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in distributed through such registration and underwriting. No ; provided, however, that no such reduction shall reduce the amount number of securities shares of the selling Holders Registrable Securities included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial first registered public offering of the Company’s stock and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with if the immediately preceding sentenceunderwriters make the determination described above. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities and/or securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26, if the managing underwriter Underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, and (a) if such registration is the managing underwriter first registered offering of the Company's securities to the public, the Underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto, and (b) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the secondary portion of the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below underwriting to not less than thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceoffering. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting by persons other than the Company shall be allocated among all the to Holders of Registrable Securities and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriterUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration Requesting Stockholder intends to distribute the Registrable Common Stock covered by its request by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company then it shall so advise the Holders Company as a part of the written notice given pursuant to Section 9.2(a)(i)Demand Notice, and the Company shall include such information in the Request Notice. In such event event, the right of any Holder Stockholder to include his Registrable Common Stock in such registration pursuant to Section 9.2 shall be conditioned upon such Holder’s Stockholder's participation in such underwriting and the inclusion of such Stockholder's Registrable Securities Common Stock in the underwriting to (unless otherwise mutually agreed by the extent Requesting Stockholder and such Stockholder) as provided herein. All Holders The Company and all Stockholders 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyRequesting Stockholder. Notwithstanding any other provision of this Section 9.2SECTION 4.2 or SECTION 5, if the managing underwriter determines underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders Stockholders that would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Common Stock from the registration and the underwriting, and the number of shares of Registrable Securities that may will be included in the registration and the underwriting shall be allocated among all the Holders in proportionallocated, as nearly as practicable, FIRST to the respective amounts Requesting Stockholder's Common Stock and to each of the Stockholders requesting inclusion of their Registrable Common Stock in such registration statement pursuant to SECTION 5 on a pro rata basis based on the total number of Registrable Securities held Common Stock requested for inclusion in the registration by the Requesting Stockholder and each such Holder at Stockholder, and SECOND to the time of filing the Registration StatementCompany. To facilitate the allocation of No other shares in accordance with the above provisions, may be included (other than by the Company may round or by the number of shares allocated Stockholders pursuant to any Holder or other person to SECTION 5) without the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireRequesting Stockholder's consent.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i8.2 (a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 8.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable such Holder’s Registerable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, directors and officers and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this the Section 9.28.2, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the number of Registrable Securities to be included in allocation priority set forth below) exclude from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any underwriting some or all of the Registrable registerable Securities of the Holders may which would otherwise be excluded in accordance with the immediately preceding sentenceunderwritten pursuant hereto. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders shall be allocated among all the Holders such Holders, directors and officers and other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Registerable Securities held by and other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder of Registerable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registerable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Polymer Solutions Inc
Underwriting. If the registration of which the Company Parent gives notice is for a registered public offering involving an underwriting, the Company Parent shall so advise the Holders Shareholders as a part of the written notice given pursuant to Section 9.2(a)(i)2.1. In such event the right of any Holder Shareholder to registration pursuant to Section 9.2 2 shall be conditioned upon such Holder’s Shareholder's participation in such underwriting and the inclusion of such Shareholder's Registrable Securities Stock in the underwriting to the extent provided hereinherein and the payment by the Shareholder of a pro rata portion of the fees incurred in connection with the registration. All Holders Shareholders proposing to distribute their securities through such underwriting shall (together with the Company Parent and the other holders Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the CompanyParent. Notwithstanding any other provision of this Section 9.2, if 2 the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares of Registrable Securities Stock to be included in the registration and underwriting, or may exclude Registrable Stock entirely from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company Parent shall so advise all Holders Shareholders of Registrable Stock which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities Stock that may be included in the registration and underwriting shall be allocated among all the Holders Shareholders requesting registration in proportionProportion, as nearly as practicable, to the respective amounts of Registrable Securities Stock held by each of such Holder at Shareholders as of the time date of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated notice pursuant to any Holder or other person to the nearest 100 sharesSection 2.1 above. If any Holder Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company Parent and the managing underwriter. Any securities Registrable Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to be included in such registration and underwritingany shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling shareholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Scientific Learning Corp)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Note Holders as a part of the written notice given pursuant to Section 9.2(a)(i). 1.1(a) of this Exhibit B. In such event event, the right of any Note Holder to registration pursuant to this Section 9.2 1.2 shall be conditioned upon such Note Holder’s participation in such underwriting and the inclusion of such Note Holder’s Registrable Securities in the underwriting to the extent provided herein. All Note Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, the Other Selling Stockholders and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in such in, the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all the Holders in proportionallocated, as nearly as practicablefollows: (i) first, to the respective amounts Company for securities being sold for its own account, and (ii) second, to the Note Holders and Other Selling Stockholders requesting to include Registrable Securities and Other Shares in such registration statement based on the pro rata percentage of Registrable Securities and Other Shares held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionsNote Holders and Other Selling Stockholders, the Company may round the number of shares allocated to any Holder or other person assuming conversion and (iii) third, to the nearest 100 sharesOther Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.. 1.3
Appears in 1 contract
Samples: Conversion Agreement
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder's 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 9.26, if the managing underwriter determines provides written notice to the Holders that marketing it has determined that market factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such the managing underwriter shall include in the offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the maximum number of shares of Registrable Securities that may be included in the offering consistently with such market factors and shall allocate such included shares as follows: (i) first, the shares requested to be sold by the Company for its own account or the holder of securities initiating the registration and underwriting shall under demand registration rights granted by the Company; (ii) second, on a pro rata basis among the holders thereof, the shares requested to be allocated among all included in the offering by the Holders and the shares requested to be included in proportionthe offering pursuant to piggyback registration rights granted by the Company; and (iii) third, as nearly as practicable, any other shares requested or proposed by the Company to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementbe included for resale. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.managing
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder to registration pursuant to Section 9.2 1.6 or this Article II 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 Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the any other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 9.2Article II, if the managing underwriter determines that marketing factors require or underwriters of a limitation proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Board of Directors of the number of shares to be underwritten, the managing underwriter may limit Company that in its or their opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number which can be sold in such underwritten offering in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (a) first, in the event such offering was initiated by the Company, up to the total number of securities that the Company has requested to be included in such registration and underwriting. No such reduction shall reduce (b) second, and only if all the amount securities referred to in clause (a) have been included, up to the total number of securities of that the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their of securities through that have contractual rights to be included in such underwriting and registration have requested to be included in such offering (pro rata based upon the number of shares securities that each of Registrable Securities that may them shall have requested to be included in the registration such offering) and underwriting shall be allocated among (c) third, and only if all the Holders securities referred to in proportionclause (b) have been included, as nearly as practicableall other securities proposed to be included in such offering that, to in the respective amounts opinion of Registrable Securities held by the managing underwriter or underwriters can be sold without having such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesadverse effect. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriter or underwriters. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 30% of all shares to be included in such offering, provided that if other selling shareholders who are employees, officers, directors or other affiliates of the Company have requested registration of securities in the proposed offering, the Company will reduce or eliminate such other selling shareholders' securities before any reduction or elimination of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.
Appears in 1 contract
Samples: Shareholder Rights Agreement (Quality Care Solutions Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to that may be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person shareholder to the nearest 100 one hundred (100) shares. If any Holder or other shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to Section 6 if, and to the extent that, the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Spintek Gaming Technologies Inc \Ca\)
Underwriting. If the registration of which the Company gives notice is for or a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i8.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 8.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.28.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and such other holders (provided that such other holders have contractual rights to participate in such registration) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such Holder Holders and such other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Supershuttle International Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Preferred Stockholders as a part of the written notice given pursuant to Section 9.2(a)(i3.2(a)(i). In such event event, the right of any Holder Preferred Stockholder to registration pursuant to Section 9.2 3.3 shall be conditioned upon such Holder’s Preferred Stockholder's participation in such underwriting and the inclusion of such Preferred Stockholder's Registrable Securities in the underwriting to the extent provided herein. All Holders Preferred Stockholders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) must agree to enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number amount of Registrable Securities to be included in such the registration and underwriting. No In such reduction shall reduce event, the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and Preferred Stockholders as to the number of shares of Registrable Securities that may be included in the registration and underwriting. The number of the Registrable Securities included in the registration and underwriting shall be allocated among all of the Holders Preferred Stockholders who are exercising registration rights, in proportion, as nearly as practicable, ; to the respective amounts of Registrable Securities requested to be included in such registration held by such Holder each Preferred Stockholders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder Preferred Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Agreement for Conversion of Preferred Stock (Acrodyne Communications Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 13(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 1.3 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 1.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No registration; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexcluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration registration, and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Stockholder Rights Agreement (Vnus Medical Technologies Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to Section 9.2(a)(i2(a). In such event event, the right of any the Holder to registration pursuant to Section 9.2 this Agreement shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to any registration rights granted by the Company at the time of the selling Holders included in filing of the registration below statement; provided, however, that with respect to any public offering following the Initial Public Offering, the number of shares allocated along all Holders of Registrable Securities exercising their rights under this Agreement shall not be less than thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Varsitybooks Com Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. Under no circumstances, however, may the underwriter limit the amount of Registrable Securities included in such registration and underwriting to less than an amount equal to 20% of the amount of all the Company's securities included within such registration and underwriting in the case of the Company's first registered offering of securities, or to less than an amount equal to 35% of the Company's securities included in any subsequent registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person shareholder to the nearest 100 shares. If any Holder or other shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall sell not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. The Company may include shares of Common Stock held by shareholders other than Holders in a registration statement pursuant to Section 1.2 or 1.3 if, and to the extent that, the amount of Registrable Securities otherwise includible in such registration statement would not thereby be diminished.
Appears in 1 contract
Samples: Registration Rights Agreement (Tapistron International Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter underwriters may limit exclude some or all Registrable Securities from such registration and underwriting (provided that securities of other securityholders are similarly excluded) (although securities to be sold by the Company need not be excluded under any provision of this Section 5.2). In the event of a limitation (or elimination) on the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such a registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and any other holders distributing requesting to distribute their securities through such underwriting pursuant to piggy-back registration rights and the number of shares of Registrable Securities and other such securities that may be included in the registration and underwriting shall (except as set forth below) be allocated among all the Holders thereof and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities requested to be included in such Holder at the time of filing the Registration Statementregistration. To facilitate the allocation of shares Registrable Securities in accordance with the above provisions, the Company may round the number of shares Registrable Securities and other securities allocated to any Holder or other person holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. Notwithstanding anything to the contrary in this Section 5.2, in the case of registrations requested pursuant to Section 5.1 or 5.3 of both the Registration Rights Agreement dated December 15, 1999 by and among the Company and the Purchasers listed therein (the "Chase Agreement") and the Registration Rights Agreement dated as of June 4, 1997 as amended by Amendment No. 1 dated as of December 15, 1999, among the Company and the Purchasers listed therein (the "Founders Agreement", and, together with the Chase Agreement, the "Prior Agreements"), the Holders may participate in any such registration only in respect of that portion of any such registration as remains after inclusion of all Registrable Securities (as defined in the Prior Agreements) requested by the Holders (as defined in the Prior Agreements) with registration rights under the Prior Agreements to be included in such registration, provided, however, that the foregoing is not intended to limit or impair the registration rights, if any, a holder may have pursuant to any other registration rights agreement with the Company to which such holder is a party, including any registration rights a holder may have under the Prior Agreements.
Appears in 1 contract
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(iSubsection 2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2 shall be conditioned upon such Holder’s '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 (shall, together with the Company and the other holders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce registration; provided, however, that the amount number of securities to be included for the account of the selling Holders included in the registration below thirty percent (30%) of the total amount of shall not be so limited if any securities are to be included in such registration, unless such offering is underwriting for the initial public offering and such registration does not include shares account of any person other selling shareholders, in which event any than the Company or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceHolders. The Company shall so advise all Holders and other holders distributing proposing to distribute their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting by all such Holders shall be allocated among all the Holders in proportionthem, as nearly as practicable, first, to the Company and second, pro rata among the Holders based upon the respective amounts of Registrable Securities held by that each such Holder at the time of filing the Registration Statementhas elected to include in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 one hundred shares. If any Holder disapproves of the terms of any such underwriting, he may elect elect, unless otherwise agreed in writing by such Holder, to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 2.2 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro ratabasis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, however, that no such reduction shall reduce the amount number of securities of the selling Holders Registrable Securities included in the registration below thirty percent (30%) 15% of the total amount number of securities included in such the registration, unless such offering is the Company's initial public offering and such registration does not include shares of any other selling shareholdersoffering, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise clause on a pro rata basis with all Holders and other holders distributing their of registration rights that have elected to include securities through in such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementinitial public offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Stockholders' Agreement (Divx Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other shares of Common Stock of the Company to be included in the registration and underwriting as well as the number of such shares to be sold by any selling stockholders. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, proportion to the respective amounts of Registrable Securities held by each of such Holder at as of the time date of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated notice pursuant to any Holder or other person to the nearest 100 sharessubsection 3(a) above. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 5.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company and the other holders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.4, if the managing underwriter determines underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter Company may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 5.4. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner: first, to the Company and second, to the Holders and other holders of Registrable Securities exercising a contractual or other right to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the Securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities Securities included in such registration, unless such offering is the initial public offering and such registration does not include shares Securities of any other selling shareholderssecurity holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For the avoidance of doubt, and shall not be transferred nothing in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.this
Appears in 1 contract
Underwriting. If In the event that a registration of which the Company gives notice pursuant to ------------ Section 1.6 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event the The right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.6 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided hereinin this Agreement. All The Company shall (together with 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting with respect to any Holder shall be allocated among an amount equal to (i) to the extent that proceeds to such Holder from any prior sale of Registrable Securities pursuant to a registration of Registrable Securities pursuant to this Agreement are less than such Holder's Aggregate Purchase Price, an amount equal to the total amount of Registrable Securities the managing underwriter advises may be included in such underwriting, multiplied by such Holder's Capital Return Ratio, plus (ii) to the extent that the number of shares of Registrable Securities which may be included in such underwriting exceeds the amount obtained from the application of clause (i) above with respect to all Holders requesting to include Registrable Securities in such underwriting, an amount equal to (A) the total amount of Registrable Securities the managing underwriter advises may be included in such underwriting, less the total amount of Registrable Securities of all Holders to be included in proportionsuch underwriting pursuant to clause (i) above, multiplied by (B) such Holder's Sale Ratio. For purposes hereof, as nearly as practicableof any date of determination, a Holder's "Aggregate Purchase Price" is an amount equal to ------------------------ the aggregate original purchase price paid to the respective amounts Company as consideration for all Registrable Securities held by such Holder; a Holder's "Capital Return -------------- Ratio" is a fraction, the numerator of which is such Holder's Aggregate Purchase Price and the denominator of which is the sum of the Aggregate Purchase Prices for all Holders; and a Holder's "Sale Ratio" is a fraction, the numerator of ---------- which is the amount of Registrable Securities held by such Holder at and the time denominator of filing which is the Registration Statementaggregate amount of Registrable Securities held by all Holders. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.
Appears in 1 contract
Samples: Rights Agreement (Northpoint Communications Group Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting (i) completely, in the amount of securities case of the selling Holders Company’s initial public offering, or (ii) to not less than 25% of the shares to be included in any other registration. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration below thirty percent (30%) of and underwriting, the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount by Holders to a minimum of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities shares to be included in such registration, unless such offering is underwriting or exclude them entirely in the case of the Company's initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included in accordance with the immediately preceding sentencesuch registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, and the managing underwriter. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investors' Rights Agreement (Top Tier Software Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2(b)(i)(A). In such event event, the right of any Holder each of the Holders to registration pursuant to this Section 9.2 2(b) shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22(b), if the managing underwriter representative determines that marketing factors require a limitation of on the number of shares to be underwrittenunderwritten or a limitation on the inclusion of shares held by directors and officers of the Company, and (x) if such registration is the Initial Public Offering, the managing underwriter representative may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant hereto to the extent so required by such limitation, and (y) if such registration is other than the Initial Public Offering, the representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below underwriting to not less than thirty percent (30%) of the total amount number of securities shares to be included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceunderwritten offering. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all in the Holders in proportionfollowing manner: The securities of the Company held by officers, as nearly as practicable, directors and Other Stockholders (other than Registrable Securities) shall be excluded from such registration and underwriting to the respective amounts of Registrable Securities held extent required by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionslimitation, the Company may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holders), by such minimum number of shares as is necessary to any Holder or other person to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce (i) in the amount of securities case of the selling Holders included Company's initial public offering, to zero, and (ii) in the registration below thirty percent (30%) case of the total any other offering, to an amount no less than 25% of securities all shares to be included in such registrationoffering; provided however, unless that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering is other than for the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all account of the Company which are not Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceSecurities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be first allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders and Founder Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.5(a)(i). In such event the right of any Holder and Founder Holders to registration pursuant to this Section 9.2 2.5 shall be conditioned upon such Holder’s 's or Founder Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders and Founder 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and Founder Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders and Founder Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and Founder Holders and such other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder and Founder Holder or other person holder to the nearest 100 shares. If any Holder and Founder Holder or other holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce (i) in the amount of securities case of the selling Holders included Company's first public offering of its Common Stock registered under the Securities Act, to zero, and (ii) in the registration below thirty case of any other public offering, to an amount no less than twenty percent (3020%) of the total amount of securities all shares to be included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceoffering. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through underwriting of such underwriting managing underwriter's determination, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Metapath Software International Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to be included in such registration and underwriting. No any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding this sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time “Holder,” as the underwriters may requiredefined in this sentence.
Appears in 1 contract
Samples: Rights Agreement (Liposcience Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder to registration pursuant to this Section 9.2 6 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 Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s 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 9.26, if the managing underwriter determines provides written notice to the Holders that marketing it has determined that market factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such the managing underwriter shall include in the offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the maximum number of shares of Registrable Securities that may be included in the offering consistently with such market factors and shall allocate such included shares as follows: (i) first, the shares requested to be sold by the Company for its own account or the holder of securities initiating the registration and underwriting shall be allocated under demand registration rights granted by the Company; (ii) second, among all the Holders in proportion, as nearly as practicable, to and other holders pro rata based upon the respective amounts number of Registrable Securities held owned by such Holder at Holders, the time of filing shares requested to be included in the Registration Statementoffering by the Holders and the shares requested to be included in the offering pursuant to piggyback registration rights by other holders granted by the Company; and (iii) third, any other shares requested or proposed by the Company to be included for resale. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number Registrable Securities to be included in such registration to an amount no less than the lesser of (i) 20% of all shares to be included in such offering or (ii) 75% of the Registrable Securities that had been proposed by the Holders to be included in such offering, provided that if other selling shareholders who are not Qualified Holders (as defined above) have requested registration of securities in the proposed offering, the Company will reduce or eliminate such other selling shareholders' securities before any reduction or elimination of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.
Appears in 1 contract
Samples: Note Purchase and Shareholder Rights Agreement (Statmon Technologies Corp)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 11.3(a)(i). In such event the right of any Holder Holders to registration pursuant to Section 9.2 11.3 shall be conditioned upon such Holder’s Holders' participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided hereintherein. 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 an underwriting agreement agreements in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.211.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwritingregistration. No such reduction shall reduce In the amount event of securities a limitation (or elimination) on the number of the selling Holders shares to be included in the registration below thirty percent (30%) of the total amount of securities included in such a registration, unless such offering is then the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting the Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among each Holder and all the Holders other persons with registration rights that have requested that shares held by them be registered. Such allocation shall be in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held shares of Common Stock requested to be registered by each Holder and by such Holder at the time of filing the Registration Statementother persons. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any such Holder or other person to the nearest 100 shares. If any Holder a holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after except in accordance with the effective date terms of subsection 11.4(f)(vi). In the event that any Registrable Securities of a Holder are not included in a registration as a result of the limitation or elimination imposed by this subsection 11.3(b) then such Holder shall be entitled to one additional piggy-back registration statement relating thereto, or such other shorter period of time right on the same terms as the underwriters may requireare provided in this Agreement.
Appears in 1 contract
Samples: Warrant Agreement (Optel Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s '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 Prior Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or exclude the number of Registrable Securities to be included in such registration and underwriting. No prior to the exclusion from such reduction registration of any securities to be sold by the Company; provided, however, that if any exclusion or limitation of Registrable Securities is so required, such exclusion or limitation shall reduce be allocated among the amount Holders of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included Registrable Securities participating in such registration, unless such offering is registration and the initial public offering and Prior Holders that have elected to participate in such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and proportion to the number of shares of Registrable Securities that may the Company's Common Stock (or equivalents thereof) requested by such Holders and Prior Holders to be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Prior Holder disapproves of the terms of any such underwriting, he such party may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2hereof, if the managing underwriter for such underwriting determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter and the Company may limit reduce the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce to the amount of securities of extent the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceunderwriters deem necessary. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders holders proposed to be participating in such registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder holder at the time of filing the Registration Statementregistration statement relating thereto. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety one hundred eighty (90180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Superconductor Technologies Inc)
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.4(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.4 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. In such event, the managing underwriter shall first limit or exclude up to all of the securities of holders (other than Holders) proposing to distribute their securities through such underwriting to be included in such registration and underwriting. No such reduction shall reduce the amount of securities may thereafter limit or exclude up to all of the selling Holders Registrable Securities to be included in such registration. The foregoing sentence notwithstanding, following the registration below first such registration, the managing underwriter may limit the number of shares to be underwritten to not less than thirty percent (30%) of the total amount shares included in the registration even if as a result the numbers of shares of securities included in such registration, unless such offering offered by the Company is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentencereduced. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all the Holders and thereafter to other holders, all such allocations being made in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Common Stock held by such Holder Holders and other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90i) 180 days after the effective date of the initial registration statement relating theretoof the Company's securities, (ii) 90 days after the effective date of any subsequent registration, or (iii) such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i7(a). In such event event, the right of any Holder to registration pursuant to this Section 9.2 7 shall be conditioned upon such Holder’s '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 an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.27, if the managing underwriter determines that marketing factors require a limitation of the number of shares or other securities to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities of (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the selling participating Holders included in by the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be allocated among all as follows: (i) first, to the Company and (ii) second, to the Holders proposing to distribute their securities through such underwriting and to other shareholders of the Company on a pro rata basis in proportion to the number of shares which each such person or entity would otherwise have the right to have their shares registered, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementHolders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.Holder
Appears in 1 contract
Samples: Registration Rights Agreement (Safeguard Scientifics Inc Et Al)
Underwriting. If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1 .3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to the reasonable approval of Holders holding a majority in interest of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holder at Holders and such other holders; provided, however, in no event shall the time --------- ------- amount of filing Registrable Securities of the Registration StatementHolders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the managing underwriter makes the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Rights Agreement (Geocities)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 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 Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company (or by the Holders who have demanded such registration, as the case may be, which underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Holder) entitled to be included in such reduction registration; but in no event shall reduce the amount of securities of the selling participating Holders included in the registration offering be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registrationoffering and no such reduction in the amount of securities of the participating Holders proposed to be included in such offering shall be effected until the securities of other stockholders proposed to be included in such offering first are reduced and excluded from such offering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company’s securities, in which event any or all of case the Registrable Securities of the participating Holders may be entirely excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders managing underwriter makes the determination described above and no other holders distributing their stockholder’s securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementare included. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 one hundred (100) shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s initial public offering) after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Tobira Therapeutics, Inc.)
Underwriting. If the a registration of which the Company gives notice under this Section 2.2 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Holders. In such event event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter underwriters may limit exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities to be included in then held by each such registration and underwriting. No Holder; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 20% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include offering, in which event all Registrable Securities may be excluded. In no event will shares of any other selling shareholders, stockholder be included in such registration which event any or all would reduce the number of shares that may be included by selling Holders without the written consent of not less than a majority in interest of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesselling Holders. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriters. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the partners or members, retired partners or members or shareholders of such registrationHolder, the estates and immediate family members of any of the foregoing persons and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireHolder.
Appears in 1 contract
Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and other securities held by other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities to be included in such registration (i) in the case of the Company’s initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than twenty percent (20%) of all shares to be included in such offering; provided, however, that the number of Registrable Securities to be included in such registration and underwriting. No such reduction underwriting shall reduce the amount of not be reduced unless all other securities of the selling Company held by shareholders other than Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and are first entirely excluded from such registration does and underwriting (except that shares to be issued by the Company need not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceso excluded). The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement. For purposes of the preceding sentence concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, members, limited partners, general partners, retired partners and shareholders of such Holder, or the estates and family members of such partners, members and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution delivered at least ten (10) days prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.
Appears in 1 contract
Samples: Investor Rights Agreement (AbCellera Biologics Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part The right of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder Vendor to registration pursuant to Section 9.2 this Clause 6.6(b) shall be conditioned conditional upon the participation by such Holder’s participation Vendor in such underwriting underwriting, if any, as is contemplated in the proposed registration and the inclusion of Registrable the Registerable Securities of the Vendor in the underwriting to the extent provided herein. All Holders The Vendor proposing to distribute securities through such underwriting shall (together with the Purchaser and the other shareholders distributing their securities through such underwriting shall (together with the Company Purchaser and the other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected or approved for such underwriting by the CompanyPurchaser or the shareholders requiring the Purchaser to proceed with such registration. Notwithstanding any other provision of this Section 9.2Clause 6.6(b), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number registration of Registrable Registerable Securities to be included held by the Vendor in such registration and underwritingmanner as the managing underwriter may determine but, notwithstanding this, priority shall be given by such managing underwriter to shares being registered by the Vendor as opposed to shares being registered by the Purchaser for its own account or for the account of any shareholders requiring the Purchaser to proceed with such registration. No such reduction shall reduce the amount of securities If less than 5 per cent of the selling Holders Vendor's shares are included in the registration below thirty percent (30%) Company's Registration Statement, due to the determination by the underwriter that the inclusion of additional shares would not be advisable, the Company will include the remainder of the total amount of securities included Vendor's shares in such registration, unless such offering is a separate Registration Statement which it will file with the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all SEC no later than 120 days after the closing of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany's registration offering. The Company shall so advise all Holders use its best efforts to have its Registration Statement declared effective and other holders distributing their securities through to maintain such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementcurrent for six (6) months. To facilitate the allocation of shares in accordance with the above provisionsThereafter, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting Company's registration obligations hereunder shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireterminate.
Appears in 1 contract
Samples: Fountain Oil Inc
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.6 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities Registrable Securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementregistration statement pursuant to which the securities of the Company shall be marketed (generally referred to as the “Reds”). To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Stockholders Agreement (Sagent Pharmaceuticals, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6.2(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 6.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited 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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit exclude some or all of the number Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, from such registration; provided, however, that the aggregate amount of Registrable Securities of the holders to be included in such registration and underwriting. No such reduction the offering shall reduce the amount of securities of the selling Holders included in the registration not be reduced below thirty twenty percent (3020%) of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, the Company's securities in which event any or all of the Registrable Securities of case the Holders may be excluded in accordance with if the immediately preceding sentenceunderwriters make the determination described above and no other Holder's securities are included. The Company shall so advise all Holders and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, that may be included in the registration and underwriting shall be allocated among all the Holders and such other holders of securities not exercising demand registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or securities held by such Holder or holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not continue to be transferred in a public distribution prior subject to ninety (90) days after the effective date terms of the registration statement relating thereto, or such other shorter period of time as the underwriters may requirethis Agreement including Section 7 hereof.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5(a). In such event event, the right of any Holder to registration pursuant to this Section 9.2 5 shall be conditioned upon such Holder’s '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 an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25, if the managing underwriter determines that marketing factors require a limitation of the number of shares or other securities to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities of (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the selling participating Holders included in by the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicablefollows: (i) first, to the respective amounts Company and (ii) second, to the shareholders of Registrable Securities held by the Company electing to participate in such Holder at the time of filing the Registration Statement. To facilitate the allocation registration such that each shareholder may include in such registration that number of shares in accordance with the above provisions, the Company may round equal to: (A) the number of shares allocated such shareholder wants to any Holder or other person to register multiplied by (B) the nearest 100 shares. If any Holder disapproves quotient obtained by dividing the number of shares owned by such shareholder by the terms number of any such underwriting, he may elect to withdraw therefrom shares owned by written notice to all shareholders participating in the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Hall Kinion & Associates Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering registration and underwriting. If a person who has requested inclusion in such registration as provided above does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, agree to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Foundation Medicine, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 1.3 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 1.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No registration; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexcluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration registration, and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Stockholder Rights Agreement (Vnus Medical Technologies Inc)
Underwriting. If the registration of which the Company OneLink gives notice is for a registered public offering involving an underwriting, the Company OneLink shall so advise the Holders Lender as a part of the written notice given pursuant to Section 9.2(a)(i8(a)(1). In such event the right of any Holder Lender to registration pursuant to Section 9.2 8(a) shall be conditioned upon such Holder’s Lender's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If Lender proposes to distribute their its securities through such underwriting underwriting, he shall (together with the Company OneLink and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyOneLink. Notwithstanding any other provision of this Section 9.28(b), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities Warrant Shares to be included in such registration and underwritingregistration. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company OneLink shall so advise all Holders Lender and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of OneLink or on behalf of holders of securities with registration rights senior to those of Lender) shall be allocated among all the Holders Lender and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to Lender) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held securities requested to be included in such registration by Lender and such Holder at the time of filing the Registration Statementother holders. To facilitate the allocation of shares securities in accordance with the above provisions, the Company OneLink may round the number of shares securities allocated to Lender or any Holder or other person holder to the nearest 100 shares. If any Holder Lender disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company OneLink and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less that sixty-six and two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration. For any Holder which is a partnership, limited liability corporation or corporation, the partners, members, retired partners, retired members, and shall not be transferred in a public distribution prior to ninety (90) days after stockholders of such Holder, or the effective date estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall, unless such persons also directly own Registrable Securities for their own account, be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration statement relating thereto, or rights owned by all entities and individuals included in such other shorter period of time "Holder," as the underwriters may requiredefined in this sentence.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3(a) (i). In such event event, the right of any Holder to registration pursuant to Section 9.2 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities securities to be included in such the registration and underwriting. No such reduction shall reduce In the amount event a cutback of the number of securities of the selling Holders to be included in the registration below thirty percent (30%) and underwriting is deemed necessary by the underwriter, the Company shall advise the Company and all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto. Any such cutback in the total amount number of securities to be included in such registrationthe registration and underwriting shall be allocated pro rata among the Company, unless such offering is the initial public offering and such registration does not include shares Holders of any other selling shareholders, in which event any or all of the Registrable Securities of which would otherwise be registered and underwritten pursuant hereto, and the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the underwriting. The number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders of such Holders, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriters. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 shareholders distributing their Silicon Valley Bank Registration Rights Agreement -------------------------------------------------------------------------------- securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.2(b), if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the number of Registrable Securities to be included in allocation priority set forth below) exclude from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any underwriting some or all of the Registrable Securities of the Holders may which would otherwise be excluded in accordance with the immediately preceding sentenceunderwritten pursuant hereto. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of the Purchaser, directors and officers and other Holders shall be allocated among all the Purchaser, directors and officers and other Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requirestatement.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice ------------ is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities such Holder's securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23, if the managing underwriter determines advises the Company in writing (and if the underwriter or the Company advises in writing the Holders of Registrable Securities that have demanded registration) that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of shares to be underwritten, and (i) if such registration is the managing first - registered offering of the Company's securities to the public, the underwriter may limit the number of Registrable Securities that may be included in the registration and underwriting pursuant hereto to the full extent required by such marketing factors, and (ii) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty underwriting to not less than fifty percent (3050%) of the total amount securities included therein (based on aggregate market values); provided, however, that in the case of securities each of clauses (i) and (ii) such number of Registrable Securities shall not be reduced if any shares are to be included in such registration, unless such offering is underwriting for the initial public offering and such registration does not include shares account of any person other selling shareholders, in which event any than the Company or all Holders of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceSecurities. The Company shall so advise all Holders and other holders distributing their of the Company's securities through requesting registration of any such underwriting limitation, and the number of shares of securities, including Registrable Securities, held by such holders that are entitled to be included in the registration and underwriting shall be allocated in the following manner: shares, other than Registrable Securities, requested to be included in such registration by shareholders shall be excluded, and if a limitation on the number of shares is still required, the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder at the time of filing the Registration Statement. To facilitate registration statement; subject to the allocation of shares in accordance with the above provisionsimmediately preceding sentence, securities to be registered by the Company may round for its own account shall be excluded only if a limit on the number of shares allocated is still required after exclusion of Registrable Securities held by each such Holder as provided above. With respect to any Holder "selling Holder" that is selling securities hereunder and which is a partnership or other person corporation, in the event of any underwriter cutback, the partners, retired partners, stockholders, and Affiliates of such "selling Holder," or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro rata allocation with respect to such "selling Holder" shall be based upon the nearest 100 sharesaggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw ofwithdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or so withdrawn from such underwriting shall also be withdrawn from registration. If by the withdrawal of such registrationsecurities a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), and then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).
Appears in 1 contract
Samples: Registration Rights Agreement (Unifi Communications Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.2 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number Registrable Securities to be included in such registration. In such event, the managing underwriter shall first limit or exclude up to all of the securities of holders (other than Holders) proposing to distribute their securities through such underwriting to be included in such registration and may thereafter limit the Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty to not less than ten percent (3010%) of the total amount value of the securities included in such registration, unless such offering is the initial public offering and to be distributed through such registration does not include shares of any other selling shareholdersand underwriting, in which event any or provided, however, that the managing underwriter may exclude up to all of the Registrable Securities to be included in the first firm commitment underwritten public offering of shares of Common Stock of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all the Holders and thereafter to other holders, all such allocations among Holders and among other holders respectively, being made in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Common Stock held by such Holder Holders and other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.,
Appears in 1 contract
Samples: Registration and Information Rights Agreement (Gadzoox Networks Inc)
Underwriting. If the registration of statement for which the Company gives notice Stockholders have registration rights under this Agreement is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part Stockholders. The right of the written notice given pursuant Stockholders to Section 9.2(a)(i). In such event the right of any Holder to be included in a registration pursuant to Section 9.2 this Agreement shall be conditioned upon such Holder’s the Stockholders’ participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. All Holders proposing If the Stockholders elect to distribute their securities through participate in such underwriting offering, the Stockholders shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines Company, upon advice from its underwriters, reserves the right to reduce (on a pro rata basis) or eliminate the number of shares that may be included in the underwriting based upon a good faith determination that marketing factors require a limitation or elimination of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through or its underwriters may also condition the participation of the Stockholders in such underwriting and upon the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance Stockholders entering into a lock-up agreement with the above provisions, Company or its underwriters for such period of time deemed appropriate by the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesunderwriters. If any Holder Stockholder disapproves of the terms of any such underwriting, he such Stockholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least 10 business days prior to the effective date of the registration statement. If, by the withdrawal of any Registrable Securities by a Stockholder, a greater number of securities held by other holders may be included in such registration statement (up to the limit imposed by the underwriters), the Company shall offer to all Stockholders who have not withdrawn from the registration statement the right to include their pro rata share of such additional securities to be registered. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Registration Rights Agreement (Security With Advanced Technology, Inc.)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to Section 9.2(a)(i7b(a)(1). In such event event, the right of any Holder the Investor to registration pursuant to this Section 9.2 7b shall be conditioned upon such Holder’s the Investor's participation in such underwriting and the inclusion of the Investor's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing In the event the Investor proposes to distribute their its securities through such underwriting underwriting, the Investor shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.27b, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the number of Registrable Securities to be included in allocation priority set forth below) exclude from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all underwriting some of the Registrable Securities of the Holders may which would otherwise be excluded in accordance with the immediately preceding sentenceunderwritten pursuant hereto. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of the Investor and Other Shareholders shall be allocated among all the Holders Investor and other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder the Investor disapproves of the terms of any such underwriting, he the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Stock Purchase and Option Agreement (American Marketing Industries Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all (other than in the Holders in proportion, as nearly as practicable, to case of the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesInitial Public Offering). If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Aura Biosciences, Inc.)
Underwriting. If the registration of which the Company ------------ gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s '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 an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount by Holders to a minimum of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities shares to be included in such registration, unless such offering is underwriting or exclude them entirely in the case of the Company's initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included in accordance with the immediately preceding sentencesuch registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Such Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, and the managing underwriter. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Investors' Rights Agreement (Top Tier Software Inc)
Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 3.1 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3.1(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 3.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 3.1, and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein. All The Company shall (together with 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 an underwriting agreement in customary form with the managing underwriter of recognized national standing selected for such underwriting by the CompanyCompany and acceptable to the Holders of a majority of the Registrable Securities proposed to be included in such underwriting. Notwithstanding any other provision of this Section 9.23.1, if the managing underwriter determines advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement or in such other manner as shall be agreed to by the Company and Holders of a majority of the Registrable Securities proposed to be included in such registration. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Rights Agreement (Cutera Inc)
Underwriting. If the registration of statement under which the Company gives notice under this SECTION 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to Section 9.2 this SECTION 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the 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 the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration where inclusion of such shares would reduce the number of shares of Registrable Securities that which may be included by the Holders, without the written consent of Holders of more than fifty percent (50%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.
Appears in 1 contract
Samples: Registration Rights Agreement (Zebu)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 2.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's 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 an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting (i) completely, in the amount of securities case of the selling Holders Company's initial public offering, or (ii) to not less than 15% of the shares to be included in any other registration. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration below thirty percent (30%) of and underwriting, the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company may not include, pursuant to contractual incidental registration rights or otherwise, shares of Common Stock held by employees or consultants of the Company or others in a registration statement pursuant to Section 2.3 if, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date extent that, the amount of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.Registrable
Appears in 1 contract
Samples: Rights Agreement (Heska Corp)
Underwriting. If the registration applicable sale of which the Company gives notice securities is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given to be ------------ effected pursuant to Section 9.2(a)(i). In such event an underwritten public offering, the right of any Holder Registration Rightsholder `to registration pursuant to Section 9.2 7.2 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such the underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. All Holders Registration Rightsholders proposing to distribute their securities through such underwriting shall (together with the Company Corporation and the other holders beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision provisions of this Section 9.27.2, if the managing underwriter determines advises the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and the other securities to be included in such any registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders underwriting may be excluded in accordance with limited. In such event, the immediately preceding sentence. The Company Corporation shall so advise all Holders Registration Rightsholders and all beneficial owners of such other holders distributing their securities through such underwriting which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated among all the Holders Registration Rightsholders and other beneficial owners thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held and such other securities that were proposed to be sold by such Holder at Registration Rightsholders and other beneficial owners. In the time event of filing any conflict between the Registration Statement. To facilitate terms of Section 7.1.2 and the allocation terms of shares in accordance with the above provisionsthis Section 7.2.2, the Company may round terms of Section 7.1.2 shall prevail. No Registrable Securities excluded from the number underwriting by reason of shares allocated to any Holder or other person to the nearest 100 sharesmanaging underwriter's marketing limitation shall be included in such registration. If any Holder Registration Rightsholder disapproves of the terms of any such the underwriting, he may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that, if -------- ------- by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), and then the Corporation shall not be transferred offer to all Registration Rightsholders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 7.2. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be widely disseminated.
Appears in 1 contract
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall will so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 shall 1.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall The Holder (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter Underwriter in its sole discretion determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such The Company will so advise Holder and Other Shareholders requesting registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall will be allocated among all in the Holders in proportion, as nearly as practicablefollowing order or priority: first, to the respective amounts Company with respect to securities to be sold for its own account; second, to the Holder; and third to Other Shareholders proposing to distribute their securities through such underwriting (pro rata among them on the basis of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of securities requested to be included in such registration by such Other Shareholders); provided, however, that in no event will the Registrable Securities requested to be included by the Holder be reduced to a number that is less than 10% of the total number of securities to be included in such registration and underwriting by persons (including the Company) distributing shares allocated to any through such underwriting. If Holder or other person to the nearest 100 shares. If any Holder disapproves Other Shareholders disapprove of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriterUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall will be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Samples: Option Agreement (Mr3 Systems Inc)
Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 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 any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting participating and the number of shares of Registrable Securities that may be included in the registration and underwriting may be reduced. In such event, the Company shall include in such registration (i) first, the shares the Company proposes to register; (ii) second, the Registrable Securities and other shares of Common Stock (“Additional Shares”) proposed to be allocated included in such registration, pro rata among all the Holders and the holders of Additional Shares on the basis of the number of shares requested to be included in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held such registration by each such Holder at the time and each such holder of filing the Registration StatementAdditional Shares. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person shareholder to the nearest 100 shares. If any Holder or other shareholder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.
Appears in 1 contract
Underwriting. If the registration Initiating Holders intend to distribute the Registrable Securities covered by their request by means of which the Company gives notice is for a registered public offering involving an underwriting, the Company they shall so advise the Holders Company as a part of the written notice given their request made pursuant to Section 9.2(a)(i2(a). In If Other Stockholders request such event inclusion, the right Holders shall offer to include the securities of any Holder to registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The Holders whose shares are to be included in such registration and the extent provided herein. All Holders proposing to distribute their securities through such underwriting Company shall (together with the Company and the other holders distributing all Other Stockholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 9.22(a), if the managing underwriter determines representative advises the Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each 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 to or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of any such the underwriting, he such Person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the managing underwriterInitiating Holders. Any The securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and shall not be transferred in a public distribution prior to ninety (90) days after the effective date officers and directors of the Company may include its or their securities for its or their own account in such registration statement relating theretoif the representative so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. If the Company includes shares to be sold by it in any Registration Statement requested pursuant to this Section 2(a), or such other shorter period Registration Statement shall be deemed to have been a registration under Section 2(b), unless the Holders of time as Registrable Securities are able to include in such Registration Statement all of the underwriters may requireRegistrable Securities initially requested for inclusion in such Registration Statement.
Appears in 1 contract
Samples: Registration Rights Agreement (American Railcar Industries, Inc./De)
Underwriting. If In the registration of which the Company gives notice event that a Registration pursuant to this Section 4 is for a registered public offering involving a firm commitment underwriting by an underwritinginvestment bank, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder Subscriber to registration participate as a Selling Stockholder in the Registration pursuant to this Section 9.2 4 shall be conditioned upon such HolderSubscriber’s participation in such the underwriting arrangements as required by this Section 4(d), and the inclusion of Registrable Securities such Subscriber Shares in the underwriting to the extent shall be limited as provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the The Company and the other holders distributing their securities through such underwriting) each Subscriber shall enter into an underwriting agreement in customary form with the such managing underwriter underwriter(s) selected for such underwriting jointly by the CompanyCompany and the Subscribers. Notwithstanding any other provision of this Section 9.24, if the managing underwriter determines underwriter(s) advise(s) the Company and the Selling Stockholders that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit then the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities Shares that may be included in the registration Registration and underwriting shall be allocated among all the Holders Selling Stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities held by such Holder Selling Stockholders at the time of filing the Registration Statementregistration statement. No Registrable Shares excluded from the underwriting by reason of the underwriters’ marketing limitation shall be included in such Registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person Selling Stockholder to the nearest 100 shares. If any Holder Selling Stockholder disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Shares so withdrawn from such underwriting shall be withdrawn from such registration, and such Registrable Shares shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating theretosuch Registration, or such other shorter period of time as the underwriters may require. The Company shall remain obligated pursuant to this Section 4 to register for resale any Shares not included in a Registration Statement filed pursuant to this Section 4.
Appears in 1 contract
Samples: Subscription and Registration Rights Agreement (Navteq Corp)
