Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 4 contracts
Samples: Adherence Agreement (Yuanbao Inc.), Shareholders Agreement (ForU Worldwide Inc.), Shareholders Agreement (ForU Worldwide Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which whose securities would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) so limited and shall be allocated among the Holders of Registrable Securities on a pro-rata basis according first, to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)Company; providedsecond, however, that the number of shares of Registrable Securities if there remains additional availability for additional Class A Common Stock to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless offering, among all other securities are first entirely excluded from Holders in proportion, as nearly as practicable, to the underwriting and registration including all shares that are not respective amounts of Registrable Securities and are entitled to inclusion in such registration held by any other Personsuch Holders at the time of filing the registration statement, including any Person who is an employeeand third, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested if there remains availability for additional securities to be included thereinin such offering, then such Registration shall not be deemed to constitute one of pro rata among any other persons who have been granted registration rights, or who have requested participation in the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3offering. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to underwriter. If by the effective date withdrawal of the registration statement. Any such Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 greater number of shares carrying registration rights owned of Registrable Securities held by all entities and individuals other Holders may be included in such “Holder”registration (up to the maximum of any limitation imposed by the underwriters), as defined hereinthen the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional shares of Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).
Appears in 4 contracts
Samples: Registration Rights Agreement (Spark Energy, Inc.), Registration Rights Agreement (Spark Energy, Inc.), Limited Liability Company Agreement (Spark Energy, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 3(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershipIf the underwriter has not limited the number of Registrable Securities to be underwritten, the Holder Company may include its securities for its own account in such registration if the underwriter so agrees and if the partners and retired partners number 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals Registrable Securities which would otherwise have been included in such “Holder”, as defined hereinregistration and underwriting will not thereby be limited.
Appears in 3 contracts
Samples: Shareholders Agreement, Shareholders’ Agreement (Noah Education Holdings Ltd.), Shareholders’ Agreement (Noah Education Holdings Ltd.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 7(b)(ii) (the “"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 request, and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a7(b)(ii)(A). In the event of an underwritten offeringsuch event, the right of any Holder to include its his or her Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to Holder determined based on the extent provided hereinnumber of Registrable Securities held by such Holders being registered). All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 3.37(b)(ii), if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company and any selling security holder other than the Holders are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Stock Purchase and Investor Rights Agreement (Xiox Corp), Stock Purchase and Investor Rights Agreement (At Comm Corp), Stock Purchase and Investor Rights Agreement (Xiox Corp)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(aClause 2(a). In the event of such an underwritten offeringevent, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All the Holders proposing to distribute their securities Registrable 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of the Outstanding Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that in any public offering of securities, the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced (xSecurities) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the registration and underwriting and registration including as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company. Further, if, as a result of ) shall first be excluded from such underwriter cutback, the Holders cannot include in the IPO all of the registration and underwriting before any Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), which notice shall be delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cinedigm Corp.), Registration Rights Agreement (Cinedigm Corp.), Stock Purchase Agreement (Cinedigm Corp.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its their Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Equity Holders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretosecurities requesting registration or repurchase of securities through the proceeds of such Public Offering, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriter(sCompany for securities being sold for its own account; (ii) and allocated among second, to the Holders requesting to include Registrable Securities in such registration statement or repurchase through the proceeds of such Public Offering based on the pro rata percentage of Registrable Securities on a pro-rata basis according held by such Investors; and (iii) third, to the number Other Selling Equity Holders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Equity Holders. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities then outstanding held of the Holders included in such registration or repurchase below thirty percent (30%) of the total value of securities included in such registration or repurchase. If a person who has requested inclusion in such registration or repurchase as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by each Holder requesting written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration (including or repurchase. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration or repurchase. If shares are so withdrawn from the Initiating Holders); provided, however, that registration or repurchase and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be or repurchase was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled marketing factors pursuant to this Section 3. If any Holder disapproves of 2.2(c), the terms of any such underwriting, such Holder may elect Company shall then offer to withdraw therefrom by delivering a written notice all persons who have retained the right to include securities in the registration or repurchase the right to include additional securities in the registration or repurchase in an aggregate amount equal to the Company and the underwriter(s)number of shares so withdrawn, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from with such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed shares to be a single “Holder”allocated among the persons requesting additional inclusion, and any pro-rata reduction with respect to such “Holder” shall be based upon in the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, as defined hereinmanner set forth above.
Appears in 3 contracts
Samples: Registration Rights Agreement (Zevia PBC), Registration Rights Agreement (Caisse De Depot Et Placement Du Quebec), Registration Rights Agreement (Zevia PBC)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company and approved by a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company are first entirely excluded from the underwriting and registration including all shares registration; and provided further, that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director in no event shall the amount of securities of the Company or any Subsidiary Holders be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the Company. Further, if, as a result of ’s initial public offering (in which case there is no such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(sminimum limit), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Twitter, Inc.), Investors’ Rights Agreement (Twitter, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend a Piggyback Registration relates to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include have its Registrable Securities included in such registration Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting (together with the Company) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3Agreement, if the underwriter(s) advise(s) the Company underwriter or underwriters of a Piggyback Registration or a registration on Form S-3 made pursuant to Section 2.3 below determine in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced allocated as required follows: (i) first, to the securities the Company proposes to sell; (ii) second, to the Registrable Securities requested to be included in such registration by the underwriter(s) and allocated among the Holders of Registrable Securities seeking registration under this Section 2.2 on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Holder requesting such Holders; (iii) third, to the Registrable Securities held by Holders other than Holders who requested that their Registrable Securities be included in such registration under this Section 2.2, pro rata based on the total number of Registrable Securities held by such Holders; and (including iv) fourth, to the Initiating securities of any other stockholder of the Company (other than a Holder) on a pro rata basis, or in such other proportions as mutually agreed to by such selling Holders); provided, however, that in no event shall the number amount of shares securities of Registrable Securities to the participating Holders included in the Piggyback Registration be reduced below 25% of the total amount of securities included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) offering, unless all other securities are first entirely excluded from such offering is the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary Initial Offering of the Company. Further’s securities, if, as a result of such in which case the participating Holders may be entirely excluded if the managing underwriter cutback, makes the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders determination described above and no other stockholder’s securities are entitled pursuant to this Section 3included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)underwriter, delivered at least ten (10) Business Days days prior to the effective date of the registration statement. Any 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 Holder partners, former partners, members, former members and the partners and retired partners stockholders of such Holder, or the estates and family members Immediate Family Members of any such partners and retired partners partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder”, ,” and all members of the Fidelity Group shall be deemed to be a single “Holder,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 3 contracts
Samples: Investor Rights Agreement (Viewray Inc), Investor Rights Agreement (Viewray Inc), Investor Rights Agreement (Viewray Inc)
Underwriting. If the Holders initiating the a registration request under this Section 3.3 hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 Sections 2.2, 2.3 or 2.4 hereof and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(aSections 2.2(a), 2.3(a) or 2.4 above, as applicable. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Initiating Holders of a majority of the Registrable Securities being registered and (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.3Sections 2.2, 2.3 or 2.4 above, if the underwriter(s) advise(s) the Company managing underwriter determines in writing good faith that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities) and the managing underwriter so advises the Company in writing, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and any other potential participants in such registration, the number of Registrable Securities shares that may be included in the underwriting shall be reduced allocated as required by the underwriter(s) and allocated among follows: first to the Holders on a pro rata basis based on the total number of then outstanding Registrable Securities or other shares of capital stock (on an as-converted basis) held by such Holders and then, if all the Shares held by Holders are included in such registration, to any other potential participants in such registration (other than Holders) on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)basis; provided, however, that no such reduction shall reduce the number of shares of Registrable Securities held by any Initiating Holder included in the registration to below 30% of the total amount of Registrable Securities then held by such Initiating Holder, unless such offering is the Initial Public Offering, in which case the Initiating Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. Notwithstanding the foregoing, but subject to the allocation set forth above, in no event will shares of any party other than a Holder be included in such underwriting and a registration shall without the written consent of (i) the Holders holding not be reduced (x) by more less than seventy-five fifty percent (7550%) of the Series A Preferred then outstanding and (yii) unless all other securities are first entirely excluded from Landmark, so long as Landmark continues to own at least fifty percent (50%) of the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of capital stock of the Company or any Subsidiary owned by Landmark as of the Company. Furtherdate hereof (as adjusted for stock splits, ifstock dividends, as a result of such underwriter cutbackrecapitalizations and the like), and otherwise, the Holders canholding not include in the IPO all less than a majority of the Registrable Securities shares of Common Stock then outstanding, if such inclusion would reduce the number of shares that they have requested to may be included therein, then such Registration shall not be deemed to constitute one of by the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)managing underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members, retired members and retired partners stockholders and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, person shall be deemed to be collectively a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Tpi Composites, Inc), Investor Rights Agreement (Tpi Composites, Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request demand by means of an underwritingunderwritten offering, then they shall so advise the Company as a part of their request demand made pursuant to this Section 3.3 3.2, and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a3.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority majority-in-interest of the Registrable Securities being registered Initiating Holders and reasonably acceptable satisfactory to the Company. Notwithstanding any other provision of this Section 3.33.2, if the underwriter(s) advise(s) underwriter shall advise the Company in writing that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothat have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced allocated pro rata among such Holders thereof in proportion, as required by nearly as practicable, to the underwriter(s) and allocated among the Holders respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including such Holders at the Initiating Holders)time of filing the Registration Statement; provided, however, provided that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares underwriting; provided, further, that are not any Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the Company or any Subsidiary of the Companyremaining requesting Holders in like manner. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any No Registrable Securities excluded or withdrawn from such the underwriting by reason of the underwriter’s marketing limitation shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, as defined hereinthe Company may include securities for its own account (or for the account of any other Persons) in such registration if the underwriter so agrees and if the number of Registrable Securities would not thereby be limited.
Appears in 3 contracts
Samples: Stockholders Agreement (Grocery Outlet Holding Corp.), Stockholders Agreement (Grocery Outlet Holding Corp.), Stockholders Agreement (Grocery Outlet Holding Corp.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) % and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Personperson, including any Person person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, ,” as defined herein.
Appears in 3 contracts
Samples: Adherence Agreement, Investors’ Rights Agreement (ChinaCache International Holdings Ltd.), Investors’ Rights Agreement (ChinaCache International Holdings Ltd.)
Underwriting. If a registration statement under which the Holders initiating the registration request Company gives notice under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 3 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Investors. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Investor’s Registrable Securities to be included in such a registration pursuant to this Section 3 shall be conditioned conditional upon such HolderInvestor’s participation in such underwriting and the inclusion of such HolderInvestor’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Investors proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companysuch underwriter or underwriters). Notwithstanding any other provision of this Section 3.3Agreement, if the managing underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders managing underwriter(s) may exclude shares (including up to seventy percent (70%) of the Registrable Securities which would otherwise be registered for any offering) from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first to the underwriter(s) Company, second, to each of the Investors and allocated among the Existing Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Holder requesting registration (including such Investors and the Initiating Existing Holders), and third, to the holders of other Securities of the Company; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that (i) the number of shares of Registrable Securities to be included in any such underwriting and registration shall is not be reduced (x) by more than seventy-five below thirty percent (7530%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (yii) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer officer, consultant or director of the Company (or any Subsidiary of the Company. Further), if, as a result of shall first be excluded from such underwriter cutback, the Holders cannot include in the IPO all of the registration and underwriting before any Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so excluded. If any Holder Investor disapproves of the terms of any such underwriting, such Holder Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Investor Rights Agreement (JD.com, Inc.), Investor Rights Agreement (Tencent Holdings LTD), Investor Rights Agreement (Vipshop Holdings LTD)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 subsection 1.2(a) and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 1.2(a)(i). In the event of an underwritten offeringsuch event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include its Registrable Securities in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriters. Notwithstanding any other provision of this Section 3.3subsection 1.2, if the underwriter(s) advise(s) underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretowho have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all such Holders thereof in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Registration Rights Agreement (TMSF Holdings Inc), Investors Rights Agreement (Riddle Records Inc), Registration Rights Agreement (TMSF Holdings Inc)
Underwriting. If In the Holders initiating the event that a registration request under pursuant to this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of paragraph 3 is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(aparagraph 3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) 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 underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 3.3paragraph 3, if the underwriter(s) advise(s) managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders thereof (except those Holders who have indicated to the Holders Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting such Holders at the time of filing the registration (including the Initiating Holders); statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not underwriting. No Registrable Securities and are held excluded from the underwriting by any other Personreason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, including any Person who is an employee, officer or director of the Company or the underwriters may round the number of shares allocated to any Subsidiary of Holder to the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company Company, the managing underwriter and the underwriter(s)Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) Business Days and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinunderwriters 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 the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(asubsection 1.3(a)(i). In the such event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to subsection 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3subsection 1.3, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among Holders requesting registration in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director Holders as of the Company or any Subsidiary date of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled notice pursuant to this Section 3subsection 1.3(a)(i) above. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Investors Rights Agreement (Riddle Records Inc), Registration Rights Agreement (TMSF Holdings Inc), Registration Rights Agreement (TMSF Holdings Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request demand by means of an underwritingunderwritten offer, then they shall so advise the Company as a part of their request demand made pursuant to this Section 3.3 4.3; and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a4.3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority majority-in-interest of the Registrable Securities being registered Initiating Holders and reasonably acceptable satisfactory to the Company. Notwithstanding any other provision of this Section 3.34.3, if the underwriter(s) advise(s) underwriter shall advise the Company in writing that marketing factors (including, without limitation, an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothat have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced allocated pro rata among such Holders thereof in proportion, as required by nearly as practicable, to the underwriter(s) and allocated among the Holders respective amounts of Registrable Securities on a proheld by such Holders at the time of filing the Registration Statement (provided that the Co-Investors may allocate the pro rata basis according to portion of all Holders that are Co-Investors among such Holders in any manner determined by the number of Co-Investors). No Registrable Securities then outstanding held excluded from the underwriting by each Holder requesting registration (including reason of the Initiating Holders); provided, however, that the number of shares of Registrable Securities to underwriter’s marketing limitation shall be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Stockholders Agreement (Troxel Douglas D), Stockholders Agreement (Serena Software Inc), Stockholders Agreement (Silver Lake Partners Ii L P)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise each of the Company Holders as a part of their request made the written notice given pursuant to Section 2(b)(i)(A). In such event, the right of each of the Holders to registration pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s Holders' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32(b), if the underwriter(s) advise(s) the Company in writing representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting and registration shall to not be reduced (x) by more less than seventy-twenty five percent (7525%) (or ten percent (10%) with respect to the first registered offering effected by the Company after the date hereof) of the shares included therein (based on the number of shares). The Company shall so advise all holders of securities requesting registration, and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not entitled to be included in the registration and underwriting shall be allocated in the following manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and are other than securities held by any other Personholders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, including any Person who and, if a limitation on the number of shares is an employeestill required, officer or director the number of shares that may be included in the registration and underwriting by each of the Company or any Subsidiary Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of the Company. Furthershares held by such Holder), if, by such minimum number of shares as a result of is necessary to comply with such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Registration Rights Agreement (Amati Communications Corp), Investment Agreement (Chatterjee Purnendu), Registration Rights Agreement (Chatterjee Purnendu)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) % and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, ,” as defined herein.
Appears in 3 contracts
Samples: Shareholders Agreement, Adherence Agreement (LexinFintech Holdings Ltd.), Adherence Agreement (LexinFintech Holdings Ltd.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting, the Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriter(sCompany for securities being sold for its own account, (ii) and allocated among second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro-rata basis according held by such Holders, assuming conversion; and (iii) third, to the number Other 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. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities then outstanding held by each Holder requesting registration (including of the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be Holders included in such underwriting and registration shall not be reduced (x) by more than seventybelow twenty-five percent (7525%) and (y) of the total value of securities included in such registration, unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who such offering is an employee, officer or director Initial Public Offering and such registration does not include shares of any Other Selling Stockholders (excluding shares registered for the Company or any Subsidiary account of the Company. Further), if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event any or all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.), Investors’ Rights Agreement (Corvus Pharmaceuticals, Inc.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Eligible Holders as a part of their request made the written notice given pursuant to Section 3(a)(i). In such event, the right of each Eligible Holder to registration pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 3(b) shall be conditioned upon such Eligible Holder’s participation in such underwriting and the inclusion of such Eligible Holder’s Registrable Securities Shares in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The participating Eligible Holders proposing to distribute shall (together with the Company and the other stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by participating in the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing managing underwriter determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and managing underwriter may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities Eligible Shares proposed to be included in such registration and underwriting and registration by excluding Eligible Shares to the extent so required by such limitation such that the number of Eligible Shares to be included by each Eligible Holder shall not be reduced determined on a pro rata basis based upon the aggregate number of Eligible Shares held by each such Eligible Holder; provided, that if the Company proposes to use proceeds from the sale of any Primary Shares to repurchase Common Stock, Units or Paired Interests from existing securityholders, then (x1) by more than seventy-five percent (75%) if such existing securityholders are Eligible Holders, such Primary Shares shall be treated as Eligible Shares for the purpose of this sentence, and (y2) unless all other securities such existing securityholders are first entirely not Eligible Holders, such Primary Shares shall excluded from the underwriting and registration including all shares that before any Eligible Shares are not Registrable Securities and are held by any excluded from the underwriting. Any Eligible Holder or other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder stockholder may elect to withdraw therefrom from such underwriting at any time prior to the consummation of the offering by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. Any Registrable Securities Eligible Shares or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration; provided that, if the registration. For any Holder underwriter’s counsel reasonably determines that is such withdrawal would materially delay the registration or require a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any recirculation of the foregoing Personsprospectus, and for then the Eligible Holders shall have no right to withdraw. In the event that any Eligible Holder that is has requested inclusion of Eligible Shares in a corporationShelf Registration initiated by the Company, such Eligible Holder shall have the Holder and all corporations that are affiliates right, but not the obligation, to participate in any offering of the Company’s equity securities under such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinshelf registration.
Appears in 3 contracts
Samples: Registration Rights Agreement (GoDaddy Inc.), Registration Rights Agreement (GoDaddy Inc.), Registration Rights Agreement (GoDaddy Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and Company, provided such managing underwriter or underwriters are reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 3 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Marin Software Inc), Investors’ Rights Agreement (Marin Software Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. 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, (ii) second, to the Holders requesting to include Registrable Securities in such underwriting registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion, and (iii) third, to any other 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 (on an as-converted to Common Stock basis). Notwithstanding the foregoing, no such reduction shall not be reduced (x) by more than seventyreduce the value of the Registrable Securities of the Holders included in such registration below twenty-five percent (7525%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary total value of securities included in such registration, unless such offering is the Company. FurtherIPO, if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. If any Holder disapproves For purposes of the terms of preceding sentence concerning apportionment, for any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership, limited partnership, limited liability company or corporation, the Holder affiliated venture capital funds, partners, retired partners, members, retired members, managers, retired managers, managing members, retired managing members, stockholders, subsidiaries and the partners and retired partners affiliates of such Holder, or the estates and family members of any such partners or retired partners, members and retired partners members, managers and retired managers, managing members, retired managing members or stockholders, and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included individuals. If a person who has requested inclusion in such “Holder”registration as provided above does not agree to the terms of any such underwriting, as defined hereinsuch person shall also be excluded therefrom by written notice from the Company or the 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.
Appears in 2 contracts
Samples: Investor Rights Agreement (Phunware, Inc.), Investor Rights Agreement (Stellar Acquisition III Inc.)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.1 and the Company shall include such information in the Request Notice referred written notice given pursuant to in Section 3.3(a2.1(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include all or any portion of its Registrable Securities in such a registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in a underwriting. In such case, if the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to Section 2.1, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such other persons in such underwriting and the inclusion of the Company’s and such Holderperson’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest other securities of the Initiating Company and their acceptance of the further applicable provisions of this Section 2 (including Section 2.10). The Company shall (together with all Holders and such Holder) to the extent provided herein. All Holders other persons proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority majority-in-interest of the Registrable Securities being registered and Initiating Holders, which underwriters are reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.1, if the underwriter(s) advise(s) underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities and Other Shares that may be so included in the underwriting shall be reduced allocated as required by follows: (i) first, among all Holders requesting to include Registrable Securities in such registration statement based on the underwriter(s) and allocated among the Holders pro rata percentage of Registrable Securities held by such Holders, assuming conversion; and (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on a pro-the pro rata basis according percentage of Other Shares held by such Other Selling Stockholders, assuming conversion; and (iii) third, to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); providedCompany, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of which the Company may allocate, at its discretion, for its own account, or any Subsidiary for the account of other holders or employees of the Company. Further, if, If a person who has requested inclusion in such registration as a result of such underwriter cutback, the Holders canprovided above does not include in the IPO all of the Registrable Securities that they have requested agree to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw person shall be excluded therefrom by delivering a written notice to from the Company and Company, the underwriter(s), delivered at least ten (10) Business Days prior to underwriter or the effective date of the registration statementInitiating Holders. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be excluded and withdrawn from such registration. If shares are so withdrawn from the registration. For any Holder that is a partnership, registration and if the Holder and the partners and retired partners number 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed shares 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 rights owned by all entities and individuals included in such “Holder”registration was previously reduced as a result of marketing factors pursuant to this Section 2.1(e), then the Company shall then offer to all Holders and Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Registrable Securities or Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such Holders and Other Selling Stockholders requesting additional inclusion, as defined hereinset forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Principia Biopharma Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including including, without limitation, all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary Group Company or any Affiliate of the Company or any Group Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (YY Inc.)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 subsection 1.2(a) and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall shall, together with the Company, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.2, if the underwriter(s) advise(s) Company and the Company underwriter advise the Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoSecurities, and the number of Registrable Securities that may be included in the underwriting on behalf of each selling Holder shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis amongst all selling Holders according to the total number of Registrable Securities then outstanding held by each Holder requesting registration (including such selling Holder. For purposes of the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting foregoing allocation and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Personsimilar allocations required by this Section 1, including for any Person who selling Holder which is an employeea partnership or corporation, officer or director of the Company or any Subsidiary of the Company. Furtherpartners, if, as a result retired partners and stockholders of such underwriter cutback, the Holders cannot include Holder (and in the IPO all case of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holderany affiliated partnerships), 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 number of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “"selling Holder”, ," as defined hereinin this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.
Appears in 2 contracts
Samples: Investor Rights Agreement (Niku Corp), Series D Preferred Stock Purchase Agreement (Niku Corp)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to Section 2. If holders of securities of the Company other than Registrable Securities who are entitled, by contract with the Company or otherwise, to have securities included in such a registration (the "Other Stockholders") request such inclusion, the Holders shall offer to include the securities of such Other Stockholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3.3 Agreement. The Holders whose shares are to be included in such registration and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders together with all Other Stockholders proposing to distribute their securities through such underwriting shall 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 of holding a majority of the Registrable Securities being registered held by the Initiating Holders and reasonably acceptable to the CompanyCompany and the price, terms and provisions of the underwriting and the offering shall be subject to the approval of the Company and such Initiating Holders. Any affiliate of a Holder may be selected to serve, on an arm's-length basis, as underwriter for an underwritten offering effected pursuant to this Section 2(b). Notwithstanding any other provision of this Section 3.32, if the underwriter(s) advise(s) representative advises the Company Holders in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the securities of the Company held by Other Stockholders shall be excluded from such registration to the extent so advise all 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 requested to be included by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If at least 50% of the Registrable Securities requested to be included in such registration by the Initiating Holders are excluded by reason of the underwriter's marketing limitation, the registration shall not be counted for purposes of paragraph (B) of Section 2(a)(ii). If any of the Holders or any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom without liability to any party by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be have been included in such registration and underwriting and registration shall will not thereby be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinlimited.
Appears in 2 contracts
Samples: Registration Rights Agreement (Medicines Co/ Ma), Registration Rights Agreement (Medicines Co/ Ma)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is a registered public offering involving an underwriting, then they the Company shall so advise the Company as a part Investors and Major Common Holders in the written notice given pursuant to Section 2.5(a). In such event, the right of their request made the Investors and Major Common Holders to participate in such Registration pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 2.5 shall be conditioned upon such each Investor’s and Major Common Holder’s participation in such underwriting and the inclusion of such the Investor’s or Major Common Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders holders of Registrable Securities proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters Underwriter’s Representative selected for such underwriting by the Holders of a majority of the Registrable Securities being registered Company and reasonably acceptable to the CompanyInvestors. Notwithstanding any other provision of this Section 3.32.5, if the underwriter(s) advise(s) the Company Underwriter’s Representative determines in writing good faith that marketing market factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and Underwriter’s Representative may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in the Registration and underwriting, and the securities to be sold shall be allocated pursuant to the following priority: (i) first, to the Company, (ii) second, to the CEE Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting, on a pro rata basis based on the total number of Registrable Securities held by such underwriting CEE Common Holders, in an amount up to 1,000,000 CEE Merger Shares in the aggregate (the “CEE Base Shares”), if no other CEE Merger Shares have been registered under the Securities Act pursuant to the Shareholders Agreement, (iii) third, to the Investors and Major Common Holders who have requested inclusion of Registrable Securities in the Company’s registration and the underwriting, on a pro rata basis based on the total number of Registrable Securities held by such Investors or Major Common Holders, and (iv) fourth, to any other holder of Registrable Securities (including the CEE Common Holders for amounts in excess of the CEE Base Shares) who has requested to participate in the offering, provided, however, that if the Investors and Major Common Holders are so limited no party shall not be reduced sell shares in such registration other than the Company, the CEE Common Holders or the Investors and Major Common Holders, if any, requesting to include their Shares in the registration. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities of the Investors and Major Common Holders included in the Registration below thirty percent (x30%) by more than seventy-of the total amount of securities included in such Registration (with at least five percent (755%) to be allocated to each of Sequoia Capital, Foundation Capital, Accel Partners, Madrone Capital and (y) Canyon), unless all other securities are first entirely excluded from such offering is the underwriting Company’s initial public offering and registration including all such Registration does not include shares that are not Registrable Securities and are held by of any other Personselling stockholders other than the CEE Common Holders, including in which event any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested of the Investors and Major Common Holders may be excluded in accordance with the immediately preceding sentence. In no event will shares of any other selling stockholder, other than the CEE Common Holders, be included in such Registration under this Section 2.5 if such inclusion would reduce the number of shares which may be included by the Investors and Major Common Holders without written consent of Investors holding at least a majority of the Registrable Securities proposed to be included thereinsold in the offering by all Investors. Any Registrable Securities to be sold pursuant to the underwriters’ over-allotment option shall be allocated pursuant to the following priority: (i) first, then any excluded Registrable Securities held by the CEE Common Holders up to the amount of the CEE Base Shares if no other CEE Merger Shares have been registered under the Securities Act pursuant to the Shareholders Agreement, (ii) second, any excluded Registrable Securities held by the Investors and Major Common Holders and (iii) third, any Registrable Securities held by any other person participating in the underwriting. The number of securities includable by the Investors, Major Common Holders, CEE Common Holders or any other person may in the discretion of the underwriters, be rounded to the nearest one hundred (100) shares. If a person who has requested inclusion in such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementUnderwriter’s Representative. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder Company’s registration statement; provided, however, that is a partnership, if by the Holder and the partners and retired partners withdrawal of such HolderRegistrable Securities a greater number of Registrable Securities held by other CEE Common Holders, or the estates Investors and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall Major Common Holders may 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 rights owned by all entities and individuals included in such “Holder”Registration under this Section 2.5 (up to the maximum of any limitation imposed by the underwriters), as defined hereinthen the Company shall offer to all CEE Common Holders, Investors and Major Common Holders who have included Registrable Securities in the Registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriters’ limitation. If the Underwriter’s Representative has not limited the number of shares to be underwritten for the Company’s account and the account of the CEE Common Holders, Investors and Major Common Holders, the Company may include securities for the account of employees, officers, directors and consultants.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Sunrun Inc.)
Underwriting. If the Holders Investors initiating the above ------------ registration request under this Section 3.3 2.2 (the “"Initiating Holders”") intend to ------------------ distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsections 2.2(a) or 2.2(b). In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company (and reasonably satisfactory to a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders). Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among first to the Initiating Holders, second to the Holders of Registrable Securities Series B or Registrable Series C Stock, who are not the Initiating Holders, and third to any other stockholder holding Registrable Securities, on a pro-pro rata basis according to among such Holders based on the total number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementHolder. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Smartage Corp), Investors' Rights Agreement (Smartage Corp)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.4 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a2.4(a)(i). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 2.4 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) shall be limited to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities Registrable Securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.32.4, if the underwriter(s) advise(s) underwriters advise the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoSecurities, and the number of Registrable Securities that underwriter may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to limit the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting and registration shall not be reduced (x) on a pro rata basis based on the total number of Registrable Securities held by more than seventy-five percent (75%) and (y) unless all other the Holders. The Company and/or the underwriters may, in their sole discretion, round the number of securities are first entirely offered hereunder to the nearest 100 shares. No securities excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director reason of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to underwriter's marketing limitation shall be included therein, then in such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company Company, the underwriters and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that, if by the registration. For any Holder that is a partnership, the Holder and the partners and retired partners withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall Registrable Securities held by other participating Holders may 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 rights owned by all entities and individuals included in such “Holder”registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall allocate such greater number of Registrable Securities to such Holders in proportion, as defined hereinnearly as practicable, to the respective amount of Registrable Securities held by such participating Holders. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of other shareholders of the Company in such registration if the underwriter so agrees.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Healthetech Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise underwriters may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting in, the registration and registration underwriting. The Company shall not be reduced (x) by more than seventy-five percent (75%) so advise all holders of securities requesting registration, and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested entitled to be included thereinin the registration and underwriting shall be allocated, then such Registration shall not be deemed as follows: (i) first, to constitute one of the three Company for securities being sold for its own account, (3ii) demand Registrations second, to which the Holders are entitled pursuant (other than Founder) requesting to this Section 3include Registrable Securities (other than Founder Registrable Securities) in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion, (iii) third, to Founder if he requests inclusion of Founder Registrable Securities in such registration, and (iv) fourth, to the Other 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Zoom Video Communications, Inc.), Investors’ Rights Agreement (Zoom Video Communications, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 3(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that (i) the number of Registrable Securities included in any such registration shall not be reduced below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershipIf the underwriter has not limited the number of Registrable Securities to be underwritten, the Holder Company may include its securities for its own account in such registration if the underwriter so agrees and if the partners and retired partners number 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals Registrable Securities which would otherwise have been included in such “Holder”, as defined hereinregistration and underwriting will not thereby be limited.
Appears in 2 contracts
Samples: Shareholders Agreement (Bitauto Holdings LTD), Shareholders’ Agreement (Bitauto Holdings LTD)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend Demand Holder intends to distribute the Registrable Securities covered by their request its demand by means of an underwritingunderwritten offer, then they it shall so advise the Company as a part of their request its demand made pursuant to this Section 3.3 5.3, and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a5.3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities participate in such registration pursuant to this Section 5.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Sponsors (and, if the Demand Holder is a Financial Investor Holder other than a Sponsor Investor, such Demand Holder) will cooperate in good faith to mutually select the underwriter or underwriters for such offer; provided that, a Sponsor will not be entitled to participate in the selection of the underwriter or underwriters unless at least one member of such Sponsor’s Sponsor Investor Group proposes to include its Registrable Securities in such offering. The Company shall, together with all holders of Registrable Securities of the Company proposing to distribute their securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered Demand Holder and reasonably acceptable satisfactory to the Company, and each Holder participating in such underwriting shall perform its obligations under such underwriting agreement. Notwithstanding any other provision of this Section 3.35.3, if the underwriter(s) advise(s) underwriter shall advise the Company and the Sponsors (and, if the Demand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) participating in writing such underwritten offering that marketing factors (including an adverse effect on the per share offering price) require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothat have requested to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced allocated in the following manner (except as required by all Sponsors (and, if the underwriter(sDemand Holder is a Financial Investor other than a Sponsor Investor, such Demand Holder) and allocated otherwise may agree in writing): first, among the Holders of Registrable Securities participating in such underwritten offering on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Holder requesting registration (including such Holders, and second, among any Third Party Holders that are exercising a contractual or other right to dispose of Shares in such underwriting thereof and the Initiating Holders); provided, however, that Company on a pro rata basis based on the total number of shares of Shares held by such Third Party Holders or proposed to be offered by the Company. No Registrable Securities to or other Shares excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such underwriting and registration shall not or proposed to be reduced (x) offered by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Stockholders Agreement (PPD, Inc.), Stockholders Agreement (PPD, Inc.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise underwriters may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in, the registration and underwriting. 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, (ii) second, to the Holders requesting to include Registrable Securities in such underwriting registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (iii) third, to the Other 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. Notwithstanding the foregoing, in no event shall not the amount of securities of the selling Holders included in the offering be reduced (x) by more than seventy-five below thirty percent (7530%) 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 selling Holders may be excluded if the underwriters make the determination described above and (y) unless all no other stockholder’s securities are first entirely excluded from included in such offering. For purposes of the underwriting and registration including all shares preceding sentence concerning apportionment, for any selling stockholder that are not is a Holder of Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershipventure capital or private equity fund, partnership or corporation, the Holder affiliated venture capital or private equity funds, partners, retired partners, stockholders and the partners and retired partners related individuals 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “selling Holder”, ,” and any pro-pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included individuals. If a person who has requested inclusion in such “Holder”registration as provided above does not agree to the terms of any such underwriting, as defined hereinsuch person shall also be excluded therefrom by written notice from the Company or the 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.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (ForgeRock, Inc.), Investors’ Rights Agreement (ForgeRock, Inc.)
Underwriting. If the Holders initiating the registration ------------ request under this Section 3.3 2.2 (the “"Initiating Holders”") intend to distribute the ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable -------- ------- Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Centaur Pharmaceuticals Inc), Investors' Rights Agreement (Centaur Pharmaceuticals Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders and the Founder as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a4.2(a)(i). In the such event of an underwritten offering, the right of any Holder or the Founder to include its Registrable Securities in such registration pursuant to Section 4.2 shall be conditioned upon such Holder’s 's or Founder's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities or shares of such Founder's Common Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Each Holder and Founder 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.34.2, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may limit the number of Registrable Securities and shares of Common Stock to be included in the registration and underwriting to (i) in the case of the first underwritten public offering of the securities of the Company, any amount that the underwriter may determine, or (ii) in the case of any registration subsequent to the first underwritten public offering of the securities of the Company, to not less than twenty percent (20%) of the total securities covered by the registration. The Company shall so advise all Holders and the Founder (except with respect to each of those Holders or the Founder who has indicated to the Company its decision not to distribute any of its Registrable Securities which would otherwise be registered and underwritten pursuant heretoor Common Stock through such underwriting), and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities and Common Stock that may be included in anythe registration and underwriting INITIATED (i) BY THE COMPANY FOR ITS OWN ACCOUNT, (II) PURSUANT TO A REQUEST MADE UNDER SECTION 4.3, OR (iii) PURSUANT TO A DEMAND MADE BY ANY PERSON OTHER THAN A PARTY TO THE WARRANT RIGHTS AGREEMENT shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities owned by the Holders, and the number of shares of Common Stock held by the Founder AND THE NUMBER OF WARRANT SHARES OWNED BY THE HOLDERS THEREOF COVERED BY THE WARRANT RIGHTS AGREEMENT at the time of filing the registration statement; provided, however, that if the underwriter limits the number of shares of Common Stock held by the Founder to be included in the registration, such underwriting and registration shall not number of shares to be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, shall be reallocated to the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included thereinAND THE HOLDERS OF THE WARRANT SHARES. IN CONNECTION WITH ANY REGISTRATION MADE PURSUANT TO A DEMAND MADE UNDER THE WARRANT RIGHTS AGREEMENT, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinTHE HOLDERS AND THE FOUNDER SHALL BE CUT BACK PRIOR TO ANY CUT BACK OF THE HOLDERS UNDER THE WARRANT RIGHTS AGREEMENT.
Appears in 2 contracts
Samples: Rights Agreement (Coinstar Inc), Rights Agreement (Coinstar Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)2.2(a)(i) hereof. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise underwriters may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in, the registration and underwriting. 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, (ii) second, to the Holders requesting to include Registrable Securities in such underwriting registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion, and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion. Notwithstanding the foregoing, no such reduction shall not be reduced (x) by more than seventy-reduce the value of the Registrable Securities of the Holders included in such registration below twenty five percent (7525%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or total value of securities included in such registration, unless such offering is the Company’s Initial Public Offering and such registration does not include shares of any Subsidiary Other Selling Stockholders (excluding shares registered for the account of the Company. Further), if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event any or all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Allakos Inc.), Investors’ Rights Agreement (Allakos Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) % and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the CompanySubsidiary. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO underwriting all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations Registration to which the Holders are entitled pursuant to this Section 32.2. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, ,” as defined herein.
Appears in 2 contracts
Samples: Registration Rights Agreement (Yulong Eco-Materials LTD), Registration Rights Agreement (Yulong Eco-Materials LTD)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to ------------ this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing If any Holder proposes to distribute its securities through such underwriting, such Holder shall (together with the Company and any other stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32, if the underwriter(s) advise(s) managing underwriter advises the Company Holders registering shares of Common Stock in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise of the Holders, the securities of the Company and the securities held by any other stockholders distributing their securities through such underwriting shall be registered and underwritten pursuant heretoexcluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitation as follows: (a) first, and the securities held by such other stockholders distributing their securities through such underwriting shall be excluded in a manner such that the number of any shares that may be included by such holders are allocated in proportion, as nearly as practicable to the amounts of such securities proposed to be offered by such persons in such registration, (b) if after all securities held by such other stockholders have been excluded and additional shares shall be excluded, Registrable Securities of the Holders shall be excluded in a manner such that the number of any Registrable Securities that may be included by such Holders are allocated in proportion, as nearly as practicable to the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yc) unless if after all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any the Holders and such other Personstockholders have been excluded and additional shares shall be excluded, including any Person who is an employee, officer or director securities of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to shall be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3excluded. If any Holder disapproves or other stockholders disapprove of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementmanaging underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any effective date of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinstatement relating thereto.
Appears in 2 contracts
Samples: Rights Agreement (Digital Insight Corp), Rights Agreement (Digital Insight Corp)
Underwriting. If the Holders initiating the registration request under this Section 3.3 1.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 1.2 and the Company shall include such information in the Request Notice written notice referred to in subsection Section 3.3(a1.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Registration Rights Agreement (Avantair, Inc), Registration Rights Agreement (Avantair, Inc)
Underwriting. If The right of the Holders initiating the to registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 3 shall be conditioned upon such Holder’s their participation in such any underwriting and the inclusion of such Holder’s their Registrable Securities in the such underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All If the Holders proposing wish to distribute include Registrable Securities in the registration and underwriting, if any, the Holders shall (together with the Company and the other stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters an underwriter(s) selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and include in such registration to the number of Registrable Securities extent that such securities may be included in such registration without materially affecting the underwriting shall be reduced as required offering price thereof in the opinion of such managing underwriter in the following order: (i) if such registration is initiated by the underwriter(sCompany proposing to register any of its Common Stock, first such Common Stock proposed to be sold by the Company; (ii) and allocated among if such registration is initiated by the Holders Company proposing to register any of its Common Stock, second, up to all the Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each any Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities which have been duly requested to be included in such underwriting and registration shall in accordance with this Agreement with the actual amount being determined by the managing underwriter; (iii) if such registration is not be reduced (x) initiated by more than seventy-five percent (75%) and (y) unless the Company proposing to register any of its Company, first, up to all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they Holder which have been duly requested to be included thereinin such registration in accordance with this Agreement with the actual amount being determined by the managing underwriter; (iv) if such registration is initiated by the Company proposing to register any of its Common Stock, then such Registration shall not be deemed third, up to constitute one all of any other securities of the three Company held by Persons other than a Holder having rights to participate in such registration, in accordance with their agreements with respect thereto with the actual amount being determined by the managing underwriter; and (3v) demand Registrations if such registration is not initiated by the Company proposing to which register any of its Common Stock, second, up to all of any other securities of the Company held by Persons other than a Holder having rights to participate in such registration, in accordance with their agreements with respect thereto with the actual amount being determined by the managing underwriter. If the Holders are entitled pursuant to this Section 3. If any Holder or other stockholder disapproves of the terms of any such underwriting, such Holder the Holders or other stockholder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Exchange Agreement (Viewcast Com Inc), Registration Rights Agreement (Viewcast Com Inc)
Underwriting. If the S-3 Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 3.6 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a3.6(a)(i). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 3.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All If an underwriting request has been made pursuant to the prior paragraph, then the Company (together with all Holders and other parties proposing to distribute their securities through such underwriting underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters representative(s) of the underwriter(s) (collectively, the “S-3 Underwriter’s Representative”) selected for such underwriting by the Holders holders of a majority of the Registrable Securities being registered and reasonably acceptable to then outstanding held by the CompanyS-3 Initiating Holders. Notwithstanding any other provision of this Section 3.3, if If the underwriter(s) advise(s) Underwriter’s Representative advises the Company S-3 Initiating Holders in writing that it has determined in good faith that the marketing factors require a limitation of the number of securities shares to be underwritten, then the Company and the S-3 Underwriter’s Representative shall so advise all the S-3 Initiating Holders and any other Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoparticipating in such underwriting, and the S-3 Underwriter’s Representative may limit the number of shares of Registrable Securities to be included in the registration and underwriting and the securities to be sold shall be allocated first, to Sageview, until the earlier of (i) the date on which Sageview has received aggregate proceeds of $10,000,000 from the sale of its Registrable Securities in registered offerings (whether pursuant to this Section 3 or otherwise) and (ii) the date on which the Company has completed two (2) registered offerings in which the Co-Investors have been permitted to sell Registrable Securities; and second, to the Holders (including Sageview) on a pro rata basis based upon the total number of Registrable Securities that may be included in the underwriting shall be reduced as required entitled to registration held by the underwriter(sHolders (if any) and allocated among the Holders of Registrable Securities on a pro-rata basis according exercising their respective registration rights under Section 3.6(a) to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)participate in such underwriting; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration by the Investors permitted to participate in such underwriting shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities proposed to be sold by the Company or persons other than the Investors are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held underwriting. The number of securities includable by any Holder or other Personperson may, including any Person who is an employee, officer or director in the discretion of the Company or any Subsidiary underwriters, be rounded to the nearest one hundred (100) shares. No securities excluded from the underwriting by reason of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to underwriter’s marketing limitation shall be included therein, then in such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company Company, the S-3 Underwriter’s Representative and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementS-3 Initiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn shall also be withdrawn from such underwriting shall be excluded and withdrawn from registration; provided, however, that, if by the registration. For any Holder that is a partnership, the Holder and the partners and retired partners withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall Registrable Securities held by other participating Holders may 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 rights owned by all entities and individuals included in such “Holder”registration (up to the maximum of any limitation imposed by the S-3 Underwriter’s Representative), then the Company shall allocate such greater number of Registrable Securities to such Holders in proportion, as defined hereinnearly as practicable, to the respective amount of Registrable Securities held by such participating Holders. If the S-3 Underwriter’s Representative has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of other stockholders of the Company in such registration if the S-3 Underwriter’s Representative so agrees.
Appears in 2 contracts
Samples: Investors Rights Agreement (Envivio Inc), Investors Rights Agreement (Envivio Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise each of the Company Holders as a part of their request made the written notice given pursuant to Section 2(b)(i)(1) above. In such event, the right of each of the Holders to registration pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 2(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s Holders' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Registrable Securities being registered and reasonably acceptable to Holders materially greater than the Companyobligations of the Holders under Section f(ii). Notwithstanding any other provision of this Section 3.32(b), if the underwriter(s) advise(s) the Company in writing representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such the registration and underwriting and registration shall to not be reduced (x) by more less than seventy-twenty five percent (7525%) of the shares included therein (based on the number of shares). The Company shall so advise all holders of securities requesting registration, and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities and are other than securities held by any other Personholders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, including any Person who and, if a limitation on the number of shares is an employeestill required, officer or director the number of shares that may be included in the registration and underwriting by each of the Company or any Subsidiary Holders and Demanding Holders shall be reduced, on a pro rata basis (based on the number of the Company. Furthershares held by such holder), if, by such minimum number of shares as a result of is necessary to comply with such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)underwriter, delivered at least ten five (105) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Registration Rights Agreement (Allos Therapeutics Inc), Registration Rights Agreement (Warburg Pincus Private Equity Viii L P)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwritingunderwritten offering, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 1.2 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Company Notice. In the event of an underwritten offeringsuch case, the underwriter shall be selected by the Company and shall be reasonably acceptable to a majority-in-interest of the Initiating Holders. The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through by means of such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriters. Notwithstanding any other provision of this Section 3.31.2, if the underwriter(s"Managing Underwriter" (as such term is used in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) advise(s) advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwrittenoffered or sold, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoHolders, and the number of shares of Registrable Securities that may be included in the underwriting underwritten registration shall be reduced as required by the underwriter(s) and allocated among all Holders thereof in the Holders proportion, as nearly as practicable, that the respective amounts of Registrable Securities on a pro-rata basis according held by each such Holder bears to the number aggregate amount of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating all such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw its Registrable Securities therefrom by delivering a written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the Managing Underwriter's marketing limitation or withdrawn from such underwriting forthwith shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Rights Agreement (Hollywood Com Inc), Rights Agreement (Big Entertainment Inc)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”"INITIATING HOLDERS") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their its request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice notices referred to in Section 3.3(a3(a)(i) or Section 3(b)(i), as applicable. In the event of an underwritten offeringsuch event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company and approved by a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to each of the Holders of who exercised a contractual right, pursuant to Section 3 to demand that such registration statement be filed, on a pari passu basis based upon the Registrable Securities held by such Holders; (ii) second, to any other holders of incidental or "piggyback" registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pro-rata pari passu basis according to based upon the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yiii) unless all third, other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or to be registered on behalf of any Subsidiary of the Companyother holder. Further, ifIf, as a result of such underwriter cutbackthe cutback provisions of the preceding sentence, the Holders cana Holder is not entitled to include in the IPO all of the its requested Registrable Securities that they have requested to be included thereinShares in such registration, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice its request to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date include any or all of the registration statementits Registrable Shares in such registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Notwithstanding the foregoing, each Holder acknowledges and agrees that is a partnership(a) the allocation provisions set forth in this Section 3(c) are subject to adjustment in certain circumstances to allow the Company to comply with its obligations to the holders of Transfer Restricted Securities under the Warrant Holders Registration Rights Agreement, and (b) the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any obligation of the foregoing Persons, and Company to effect a registration pursuant to Section 3 is subject to the Company's covenant under Section 2.1 of the Warrant Holders Registration Rights Agreement not to register any securities for any Holder that is a corporation, certain holders in advance of registering the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, and any pro-rata reduction with respect Transfer Restricted Securities pursuant to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, as defined hereinagreement.
Appears in 2 contracts
Samples: Investor Rights Agreement (Clearwire Corp), Investor Rights Agreement (Clearwire Corp)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities which would otherwise be excluded from such offering 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 and underwritten pursuant heretocan be included in such offering, and then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities that may held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the selling Holders included in the 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, in which case the selling Holders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the 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 reduced as required by withdrawn from such registration. If shares are so withdrawn from the underwriter(s) registration and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutbackmarketing factors pursuant to Section 2.2(b), the Holders cannot Company shall then offer to all persons who have retained the right to include securities in the IPO all registration the right to include additional securities in the registration in an aggregate amount equal to the number of the Registrable Securities that they have requested shares so withdrawn, with such shares to be included thereinallocated among the persons requesting additional inclusion, then such Registration shall not be deemed to constitute one of in the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinmanner set forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Minerva Surgical Inc), Investors’ Rights Agreement (Minerva Surgical Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the 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, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriter(sCompany for securities being sold for its own account; (ii) and allocated among second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro-rata basis according held by such Holders, assuming conversion; and (iii) third, to the number Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Registrable Securities then outstanding Other Shares held by each Holder requesting registration (including the Initiating Holders)such Other Selling Stockholders, assuming conversion; provided, however, that no such reduction shall reduce the number value of shares of the Registrable Securities to be of the Holders included in such underwriting and registration shall not be reduced (x) by more than seventybelow thirty-five percent (7535%) of the total value of securities included in such registration unless such offering is the Company's Initial Public Offering; and (y) provided, further, in no event shall any Registrable Securities be excluded from such offering unless all other Other Shares (not including any securities being sold by the Company for its own account) are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Quantenna Communications Inc), Investors' Rights Agreement (Quantenna Communications Inc)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute holding a majority of the Registrable Securities covered by their request by means of an underwritingto be included in such S-3 Registration so elects, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include use its best efforts to cause such information S-3 Registration to be in the Request Notice referred to in Section 3.3(a). In form of a firm commitment underwritten offering and the event managing underwriter or underwriters shall be selected for such offering by the Holders holding a majority of an underwritten offering, the right of any Holder to include its Registrable Securities to be included in such registration S-3 Registration (which underwriter or underwriters shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) reasonably acceptable to the extent provided hereinCompany). All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with such underwriter. If the managing underwriter believes that the registration of all or underwriters selected for such underwriting by the Holders of a majority part of the Registrable Securities being registered and reasonably acceptable to which the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities Holders have requested to be underwrittenincluded would materially adversely affect the success of such public offering, then the Company shall so advise be required to include in the underwritten offering, to the extent of the amount that the underwriter believes may be sold without causing such adverse effect, first, all Holders of the Registrable Securities which would otherwise to be registered and underwritten pursuant heretooffered for the account of the Holders, and pro rata based on the number of Registrable Securities that may be included in the underwriting shall be reduced as required owned by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); providedsecond, however, that the number of shares of Registrable Securities any other securities requested to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationoffering. For any Holder that which is a partnership, limited liability company or corporation, the Holder partners, retired partners, members, retired members and the partners and retired partners stockholders of such Holder, or the estates and family members of any such partners partners, retired partners, members and retired partners members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, Persons or the Holder and all corporations that are affiliates Affiliates of such Holder, Holder shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 2 contracts
Samples: Registration and Information Rights Agreement (Servicesource International LLC), Registration and Information Rights Agreement (Servicesource International LLC)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders and Founders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a1.3(a)(i). In the such event of an underwritten offering, the right of any Holder or Founder to include its Registrable Securities in such registration shall pursuant to this Section 1.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of all or part of such Holder’s Registrable Securities or such Founder’s Founders Stock, as the case may be, in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Agreement. All Holders and Founders proposing to distribute their securities through such the underwriting shall will (together with the Company and the other stockholders distributing their securities through the underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.3, if the underwriter(s) advise(s) managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may (subject to the limitations set forth below), in the case of the Company shall so advise IPO only, exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoFounders Stock from the registration and underwriting, and or, in all other cases, limit the number of Registrable Securities that may and Founders Stock to be included in the TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT registration and underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to based on the number of Registrable Securities then outstanding held requested to be registered by each Holder requesting and Founder, provided: (i) that no such limitation will be made with respect to Registrable Securities being offered by Holders who have requested the Company to register such Registrable Securities pursuant to a mandatory registration obligation of the Company in Section 1.2 or one similar thereto; (including ii) that no securities held by persons that are not Holders will be included in the Initiating Holders)registration and underwriting; provided(iii) no Registrable Securities shall be excluded until all securities held by the Founders have been excluded; and (iv) after the Company IPO, howeversuch limitation will not reduce the number of Registrable Securities to be included in the registration and underwriting to less than 25 percent of the securities proposed to be included in the registration and underwriting unless this requirement is waived by the holders of a majority of the Registrable Securities otherwise to be included in such registration. The Company will advise all Holders and Founders participating in the registration of any such limitation, that and the number of shares of Registrable Securities to or Founders Stock that may be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3registration. If any Holder or Founder disapproves of the terms of any such underwriting, such Holder or Founder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)underwriter. The Registrable Securities or Founders Stock so withdrawn also will be withdrawn from registration. If any shares are so withdrawn and if the number of Registrable Securities or Founders Stock to be included in such registration previously was reduced as a result of marketing factors, delivered at least ten (10) Business Days prior then the Company shall 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 effective date number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion as provided above. The Company, in its sole discretion, for any reason, may abandon or postpone a proposed registration otherwise subject to this Section 1.3 or withdraw the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For , without liability to any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinFounder.
Appears in 2 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (TNAV Holdings, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”Holder(s) intend to distribute the Registrable Securities covered by their request demand by means of an underwritingunderwritten offer, then they shall so advise the Company Corporation as a part of their request demand made pursuant to this Section 3.3 3, and the Company Corporation shall include such information in the Request Notice written notice referred to in Section 3.3(a3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such HolderXxxxxx’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders The Corporation shall, together with all holders of Registrable Securities of the Corporation proposing to distribute their securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of or Third Party Holders owning a majority of the Registrable Securities being registered to be offered for sale in such underwriting by the Holders and Third Party Holders, as applicable, and reasonably acceptable satisfactory to the CompanyCorporation. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) underwriter shall reasonably advise the Company in writing Corporation that marketing factors (including an adverse effect on the per security offering price) require a limitation of the number of securities Registrable Securities to be underwritten, then the Company Corporation shall so advise all Holders and Third Party Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothat have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) allocated pro rata among such Holders and allocated among the other Third Party Holders of Registrable Securities on exercising a pro-rata basis according contractual right pursuant to this Section 3 to dispose of Registrable Securities in such underwriting thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such persons at the time of filing the Registration Statement; 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 Third Party Holders of Registrable Securities in like manner. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If the underwriter has not limited the number of Registrable Securities then outstanding held by each Holder requesting to be underwritten, the Corporation may include securities for its own account (or for the account of any other Persons) in such registration (including if the Initiating Holders); provided, however, that underwriter so agrees and if the number of shares of Registrable Securities to would not thereby be included limited. The per security offering price in such underwriting and registration a Demand Registration shall not be reduced (x) determined by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director holder of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all majority of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinregistration.
Appears in 2 contracts
Samples: Registration Rights Agreement (GoHealth, Inc.), Investment Agreement (GoHealth, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their the request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice notices referred to in Section 3.3(a3(a)(i) and Section 3(b)(i), as applicable. In the event of an underwritten offeringsuch event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company and approved by a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to each of the Holders of Holders, on a pari passu basis based upon the Registrable Securities held by such Holders; (ii) second, to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pro-rata pari passu basis according to based upon the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yiii) unless all third, other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or to be registered on behalf of any Subsidiary of the Companyother holder. Further, ifIf, as a result of such underwriter cutbackthe cutback provisions of the preceding sentence, the Holders cana Holder is not entitled to include in the IPO all of the its requested Registrable Securities that they have requested to be included thereinShares in such registration, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice its request to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date include any or all of the registration statementits Registrable Shares in such registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investor Rights Agreement (Intel Corp), Investor Rights Agreement (Vmware, Inc.)
Underwriting. (a) If a registration statement with respect to which the Holders initiating the registration request Company gives notice under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 8 is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information Holders in the Request Notice referred to in Section 3.3(a)Piggyback Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder’s Registrable Securities to be included in such a registration pursuant to this Section 8 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companysuch underwriter or underwriters). Notwithstanding any other provision of this Section 3.3Agreement, if the managing underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered managing underwriter(s) may exclude shares from the registration and underwritten pursuant heretothe underwriting (such exclusion, a “Cutback”), and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first to the underwriter(s) Company, and allocated among second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement pursuant to this Section 8 on a pro-pro rata basis according to with any other holders of securities of the Company participating in such registration based on the total number of Registrable Securities then outstanding held by each such Holder requesting registration (including calculated on an as-converted basis) and other holders of securities of the Initiating Holders)Company; provided, however, that the number right of the underwriter(s) to exclude shares of (including Registrable Securities to be included in such underwriting and registration shall not be reduced (xSecurities) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the registration and underwriting and as described above shall be restricted so that, subject to the rights of any holders granted registration including rights on par with the rights provided for in this Section 8, all shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO If all of the Registrable Securities that they requested by the Holders have requested to be included thereinbeen included, then such Registration shall not be deemed to constitute one the other shareholders of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If Company may include any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering Ordinary Shares on a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registrationpro rata basis. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates Affiliates of such Holder, shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals Persons included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 2 contracts
Samples: Subscription and Shareholders Agreement (Stratus Technologies Bermuda Holdings Ltd.), Intercreditor Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such the underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Partnership) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyPartnership. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities units to be underwritten, then the Company Partnership shall so advise all Holders of Registrable Securities which whose securities would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may requested to be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according entitled to inclusion in such registration held by such Holders at the number time of filing the registration statement, or, if so determined by the underwriter, all Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to shall be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting each registration and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3underwriting. If any Holder disapproves of the terms of any such underwriting, such the Holder may elect to withdraw therefrom by delivering a written notice to the Company Partnership and the underwriter(s), delivered at least ten (10) Business Days prior to underwriter. If by the effective date withdrawal of the registration statement. Any such Registrable Securities excluded or withdrawn from such underwriting shall a greater number of Registrable Securities held by other Holders may be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”registration (up to the maximum of any limitation imposed by the underwriters), as defined hereinthen the Partnership shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the underwriter limitation in this Section 3(b).
Appears in 2 contracts
Samples: Registration Rights Agreement (Antero Midstream Partners LP), Registration Rights Agreement (Antero Resources Midstream LLC)
Underwriting. If the Requesting Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, then they it shall so advise the Company as a part of their request made pursuant to this Section 3.3 the Demand Notice, and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its his or her Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Requesting Holders and such Holder) to the extent as provided herein. All The Company and all Holders proposing to distribute 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 Requesting Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. All Holders, whether or not they are participating in such offering, and the Company agree not to effect any sale, transfer, assignment, pledge or conveyance of (including, without limitation, taking any short position in) Common Units (or any securities of the Company exchangeable or convertible into Common Units) during the 180-day period beginning on the effective date of a registration statement filed by the Company (except as part of that Registration) pursuant to this Agreement. Notwithstanding any other provision of this Section 3.34.2 or Section 4.3, if the managing underwriter(s) advise(s) the Company determine in writing good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the managing underwriter(s) may exclude shares of the Registrable Securities from the registration and the underwriting, and the number of Registrable Securities shares that may will be included in the registration and the underwriting shall be reduced as required by allocated, first to the underwriter(s) Requesting Holders and allocated among to each of the Holders requesting inclusion of their Registrable Securities in such registration statement pursuant to Section 4.3. on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by the Requesting Holders and each Holder requesting registration (including the Initiating Holders); providedsuch Holder, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice second to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date any other holders of Common Units that are participating in the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall (on a basis to be excluded determined between the Company and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinother holders).
Appears in 2 contracts
Samples: Investor Rights Agreement (First Reserve Gp Ix Inc), Investor Rights Agreement (Acin LLC)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 and approved by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO offering all of the Registrable Securities that they have requested to be included therein, then such Registration registration shall not be deemed to constitute one of the three two (32) demand Registrations registrations to which the Holders are entitled pursuant to this Section 33.3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members Immediate Family Members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Shareholders Agreement (Sunlands Online Education Group), Shareholders Agreement (Sunlands Online Education Group)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “an Initiating Holders”) intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they shall it will so advise the Company as a part of their such request made pursuant to this Section 3.3 3 and the Company shall will include such information in the Request Notice Notices referred to in Section 3.3(a3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. In The Initiating Holder shall select the event institution or institutions that shall manage or lead such underwriting, subject to the consent of an underwritten offeringthe Company which shall not be unreasonably withheld, the conditioned or delayed. The right of any Holder to include his, her or its Registrable Securities in such registration shall Registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and participating in such HolderRegistration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of or in connection with such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyagreement. Notwithstanding any other provision of this Section 3.33, if the underwriter(sunderwriter or underwriters determine(s) advise(s) the Company in writing good faith that marketing factors require a limitation of the number of debt securities to be underwrittenunderwritten and so advise(s) in writing the Company and the Holders requesting inclusion of their Registrable Securities in such Registration, then the Company shall so advise all Holders of underwriter or underwriters may exclude debt securities (including Registrable Securities which would otherwise be registered Securities) from the Registration and underwritten pursuant heretounderwriting, and the number of Registrable Securities debt securities that may be included in such Registration and underwriting will be allocated in the underwriting shall be reduced as required by following priority up to the underwriter(sMaximum Offering Size, (i) and allocated among the first, to any Holders requesting inclusion of their Registrable Securities in such Registration pursuant to this Section 3, on a pro-rata pari passu basis according to based upon the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yii) unless all second to other holders of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company, with priorities among them as the Company shall so determine. Further, ifIf, as a result of such underwriter cutbackthe cutback provisions of the preceding sentence, the Holders cana Holder is not entitled to include in the IPO all of the its requested Registrable Securities that they have requested to be included thereinin such Registration, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice its request to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date include any or all of the registration statementits Registrable Securities in such Registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder Registration and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed will continue 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinRegistrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Spectrum Brands, Inc.), Registration Rights Agreement
Underwriting. If the Holders initiating Investor who initiates the registration request under this Section 3.3 3.1 (such Investor, the “Initiating HoldersHolder”) intend intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they it shall so advise the Company as a part of their its request made pursuant to this Section 3.3 3.1(a) and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest voting power of the Initiating Holders Holder and such Holderother Holders) to the extent provided herein. All Holders proposing to distribute 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 Holders of representing a majority in voting power of the Registrable Securities being registered and reasonably acceptable requested to the Companybe registered. Notwithstanding any other provision of this Section 3.33.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating HoldersHolder); provided, however, that the number of shares of Registrable Securities held by the Investor to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities (other than Registrable Securities held by Existing Registration Right Holders) are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by (including, without limitation, any other Person, including any Person who is an employee, officer or director of securities which the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot may seek to include in the IPO all underwriting for its own account); provided further, that at least 25% of the any Registrable Securities that they have requested by the Investor to be included therein, then in such Registration underwriting and registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so included. If any Holder the Investor disapproves of the terms of any such underwriting, such Holder the Investor may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investor and Registration Rights Agreement (Ctrip Com International LTD), Investor and Registration Rights Agreement (China Lodging Group, LTD)
Underwriting. If the Holders initiating registration statement under which the registration request Company gives notice under this Section 3.3 (2.2 is for an underwritten offering, the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they Company shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Holders. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities be included in such a registration pursuant to this Section 2.2 shall be conditioned upon such the Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriting. Notwithstanding any other provision of this Section 3.3the Agreement, if the underwriter(s) advise(s) the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced allocated as required follows, first, the Primary Shares being registered by the underwriter(s) and allocated among Company, second, the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration the Demand Holders (including the Initiating Holders); provided, however, that the number of shares of “Non-Excluded Registrable Securities Securities”) requested to be included in such underwriting and registration shall not be reduced (x) by more than seventysuch Demand Holders pro rata, based on the total number of Non-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Excluded Registrable Securities and are held by any other Personsuch Demand Holders, including any Person who is an employeethird, officer or director of shares held by the Company or any Subsidiary of Non-Demand Holders, to the Company. Furtherextent such shares are Registrable Securities, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included thereinin such registration by such Non-Demand Holders, then pro rata, based on the total number of shares of Common Stock held by such Registration shall not Non-Demand Holders, to the extent such shares are Registrable Securities, and fourth, the Other Shares requested to be deemed to constitute one registered by any other stockholder of the three (3) demand Registrations to which Company on a pro rata basis based on the Holders are entitled pursuant to this Section 3total number of shares held by such Persons. If any Holder disapproves No such reduction shall reduce the amount of securities of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to selling Holders included in the Company and the underwriter(s), delivered at least ten registration below thirty percent (1030%) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, and any pro-rata reduction with respect to such “Holder” shall be based upon the aggregate total amount of shares carrying registration rights owned by all entities and individuals securities included in such “Holder”, as defined hereinregistration.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Robcor Properties Inc), Registration Rights Agreement (Robcor Properties Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the Other Selling Stockholders 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required by follows: (i) first, to the underwriter(sCompany for securities being sold for its own account, (ii) and allocated among second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities on a pro-rata basis according to held by such Holders, assuming conversion; provided, however, the number of Registrable Securities included in such registration may not be reduced pursuant hereto to less than 20% of the total number of shares included in such registration unless such registration relates to the Company’s Initial Public Offering, then outstanding up to all Registrable Securities may be excluded provided that all Other Selling Stockholders are also excluded, and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by each Holder requesting such Other Selling Stockholders, assuming conversion. No Other Selling Stockholders shall be granted rights pursuant to this Section 2.2 greater than a Holder, unless the Company receives the written consent of a majority of the holders of Registrable Securities. If a person who has requested inclusion in such registration (including as provided above does not agree to the Initiating Holders); providedterms of any such underwriting, however, that such person shall also be excluded therefrom by written notice from the Company or the 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. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutbackmarketing factors pursuant to Section 2.2(b), the Holders cannot Company shall then offer to all persons who have retained the right to include securities in the IPO all registration the right to include additional securities in the registration in an aggregate amount equal to the number of the Registrable Securities that they have requested shares so withdrawn, with such shares to be included therein, then such Registration shall not be deemed to constitute one of allocated among the three (3) demand Registrations to which persons requesting additional inclusion in the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinmanner set forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (eASIC Corp), Investors’ Rights Agreement (eASIC Corp)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “an Initiating Holders”) intend Holder intends to distribute the Registrable Securities covered by their its request by means of an underwriting, then they shall it will so advise the Company as a part of their such request made pursuant to this Section 3.3 3 and the Company shall will include such information in the Request Notice Notices referred to in Section 3.3(a3(a)(ii), Section 3(b)(i) or Section 3(c)(i), as applicable. In The Initiating Holder shall select the event institution or institutions that shall manage or lead such underwriting, subject to the consent of an underwritten offeringthe Company which shall not be unreasonably withheld, the conditioned or delayed. The right of any Holder to include his, her or its Registrable Securities in such registration shall Registration will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and participating in such HolderRegistration) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriters. No selling Holder may participate in any underwritten registration pursuant to this Section 3 unless such selling Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of or in connection with such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyagreement. Notwithstanding any other provision of this Section 3.33, if the underwriter(sunderwriter or underwriters determine(s) advise(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten and so advise(s) in writing the Company and the Holders requesting inclusion of their Registrable Securities in such Registration, then the Company shall so advise all Holders of underwriter or underwriters may exclude shares (including Registrable Securities which would otherwise be registered Securities) from the Registration and underwritten pursuant heretounderwriting, and the number of Registrable Securities shares that may be included in such Registration and underwriting will be allocated in the underwriting shall be reduced as required by following priority up to the underwriter(sMaximum Offering Size, (i) and allocated among the first, to any Holders requesting inclusion of their Registrable Securities in such Registration pursuant to this Section 3, on a pro-rata pari passu basis according to based upon the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yii) unless all second to other holders of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company, with priorities among them as the Company shall so determine. Further, ifIf, as a result of such underwriter cutbackthe cutback provisions of the preceding sentence, the Holders cana Holder is not entitled to include in the IPO all of the its requested Registrable Securities that they have requested to be included thereinin such Registration, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice its request to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date include any or all of the registration statementits Registrable Securities in such Registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall will be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder Registration and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed will continue 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinRegistrable Securities hereunder.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Spectrum Brands, Inc.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)2.3. In the event of an underwritten offeringsuch event, the right of any such Holder to include its Registrable Securities in such a registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and other holders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.3, if the underwriter(s) advise(s) managing underwriter for the offering advises the Company in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the managing underwriter may reduce to whatever extent necessary (including (i) excluding all Registrable Securities from the Company’s initial public offering and (ii) limiting the Registrable Securities to 30% of any other such registration (the “Minimum Participation Percentage”)) the number of Registrable Securities to be included in the registration and underwriting by reducing the number of Registrable Securities included on behalf of the Holders on a pro rata basis based on the total number of Registrable Securities entitled to registration held by each Holder at the time of such registration; provided, however, that all reductions pursuant this Section 2.3(a)(ii) will be pro rata to an amount not less than 30% of the total number of shares included in the offering only after all other shares held by stockholders who are not Holders hereunder have been eliminated in their entirety from the registration, and; provided, further that any registration where the number of Registrable Securities is cut back to less than the Minimum Participation Percentage shall not be considered as a registration effected by the Company. The Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number hereto of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in any such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3limitations. If any Holder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall not be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”registration. To facilitate the allocation of shares in accordance with the above provisions, as defined hereinthe Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.
Appears in 2 contracts
Samples: Investor Rights Agreement (Xencor Inc), Investor Rights Agreement (Xencor Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 4.1 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a4.1(a). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 4.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent requested (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting jointly by the Holders of a majority of Company and the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.34.1, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwrittenunderwritten and so advises the Initiating Holders in writing, then the Company Initiating Holders shall so advise all Holders (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities which would otherwise be registered and underwritten pursuant hereto, through such underwriting) and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all such Holders in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according to owned by such Holders at the number time of filing the registration statement. No Registrable Securities then outstanding held excluded from the underwriting by each Holder requesting registration (including reason of the Initiating Holders); provided, however, that the number of shares of Registrable Securities to underwriter's marketing limitation shall be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3registration. If any Holder disapproves of the terms of any such the underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitiating Holders. Any The Registrable Securities excluded or and/or other securities so withdrawn from such underwriting shall also be excluded and withdrawn from such registration; provided, however, that, if by the registration. For any Holder that is a partnership, the Holder and the partners and retired partners withdrawal of such Holder, or the estates and family members Registrable Securities a greater number of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall Registrable Securities held by other Holders may 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 rights owned by all entities and individuals included in such “registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used above in determining the underwriter limitation; and, provided further that in the event that the withdrawal of a Holder”, as defined hereinand the subsequent inclusion of additional Registrable Securities by other Holders, results in less than 20% of the Registrable Securities or in an anticipated aggregate offering price to the public of less than ten million dollars ($10,000,000), the Company shall no longer be required to effect such registration pursuant to this Section 4.1.
Appears in 2 contracts
Samples: Rights Agreement (Coinstar Inc), Rights Agreement (Coinstar Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a1.3(a)(i). In the such event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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, but subject to the reasonable approval of Holders of holding more than a majority of the Registrable Securities being registered and reasonably acceptable to the Companybe included in such registration. Notwithstanding any other provision of this Section 3.31.3, if the underwriter(s) advise(s) the Company in writing managing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and managing underwriter may limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of securities that may be included in the registration shall not be reduced and underwriting (x) by more other than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary on behalf of the Company. Further, if) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration in accordance with Sections 1.3(c) or 1.5 hereof which are not subordinate to the Holders) in proportion, as a result nearly as practicable, to the respective amounts of Registrable Securities or other securities requested to be included in such underwriter cutbackregistration by such Holders and such other holders; provided, however, in no event shall the amount of Registrable Securities of the Holders cannot include included in the IPO all 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 underwriters make the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction; provided that they have requested in each such case, no shares held by any Holder shall be so excluded from such registration until all shares proposed to be included therein, then such Registration shall not be deemed to constitute one of registered by the three (3) demand Registrations to which the Holders are entitled Founders or other parties granted registration rights pursuant to this Section 31.3(c) hereof are excluded from the 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 holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)managing underwriter. Any securities withdrawn from such underwriting shall be withdrawn from such registration, delivered at least ten (10) Business Days and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holderstatement relating thereto, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinunderwriters may require.
Appears in 2 contracts
Samples: Rights Agreement (Imanage Inc), Rights Agreement (Imanage Inc)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.4, and the Company shall include such information in the Request Notice written notice to the other Investors and Major Common Holders referred to in Section 3.3(a2.4(a)(i). In If the event of Initiating Holders choose to use an underwritten offeringunderwriter, the right of any Investor and Major Common Holder to include its Registrable Securities in such registration pursuant to Section 2.4 shall be conditioned upon such the Investor’s and Major Common Holder’s participation in such underwriting and the inclusion of such the Investor’s and Major Common Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company (together with the Investors, Major Common Holders and other parties proposing to distribute their securities through such underwriting underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters representative(s) of the underwriter(s) (collectively, the “Underwriter’s Representative”) selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.32.4, if the underwriter(s) advise(s) the Company Underwriter’s Representative notifies in writing the Company, the Initiating Holders and other holders of Registrable Securities participating in the underwriting that marketing it has determined in good faith that market factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that Underwriter’s Representative may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that limit the number of shares of Registrable Securities to be included in such the Registration and underwriting. 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, among the Investors and Major Common Holders pro rata based on the number of Registrable Securities then held by each of them, (ii) second, to other stockholders of the Company who may have registration shall not be reduced (x) by more than seventy-five percent (75%) rights, including the CEE Common Holders; and (yiii) unless all third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. The number of securities are first entirely to be included by the Investors or any other holders of Registrable Securities may, in the discretion of the underwriters, be rounded to the nearest one hundred (100) shares. No securities excluded from the underwriting and registration including all shares by reason of the underwriter’s market limitation shall be included in such Registration under this Section 2.4, provided, that are not any Registrable Securities to be sold pursuant to the underwriters’ over-allotment option shall be allocated pursuant to the following priority: (i) first, any excluded Registrable Securities held by the Investors and are Major Common Holders and (ii) second, any Registrable Securities held by any other Personperson participating in the offering, including any Person the CEE Common Holders. If a person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include has requested inclusion in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder person may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementUnderwriter’s Representative. Any The Registrable Securities excluded and/or other securities held by such Investor or Major Common Holder and proposed to be sold in such offering shall be withdrawn from such underwriting shall be excluded and withdrawn from Registration; provided, however, that, if by the registration. For any Holder that is a partnership, the Holder and the partners and retired partners withdrawal of such HolderRegistrable Securities, or a greater number of Registrable Securities held by other holders participating in the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall underwriting may 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 rights owned by all entities and individuals included in such “Holder”Registration under this Section 2.4 (up to the maximum of any limitation imposed by the Underwriter’s Representative), as defined hereinthen the Company shall offer to all Investors, Major Common Holders and CEE Common Holders 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 shares to be allocated among the Investors, Major Common Holders and CEE Common Holders requesting additional inclusion in the manner set forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Sunrun Inc.)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 3.03 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any other Holder to include its Registrable Securities in such registration shall be conditioned upon such other Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable 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 Holders of Company; provided, however, that if a majority in interest of the Registrable Securities being registered Initiating Holders have not agreed with such underwriter as to terms and reasonably acceptable to conditions of such underwriting within twenty (20) days following commencement of such negotiations, a majority in interest of the CompanyInitiating Holders may select an underwriter of their choice. Notwithstanding any other provision of this Agreement but subject to Section 3.33.13, if the underwriter(s) advise(s) the Company in writing in good faith that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described in this Section 3.04(b) shall be restricted so that (i) the number of shares of Registrable Securities to be included in such registration and underwriting and registration shall is not be reduced (x) by more than seventy-five to below thirty percent (7530%) of the aggregate number of Registrable Securities for which inclusion has been requested by the Initiating Holders; and (yii) unless all other securities that are first entirely excluded from the underwriting and registration including not Registrable Securities, including, but not limited to, Ordinary Shares or all other shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, consultant, officer or director of the Company (or any Subsidiary of the Company. Further, if, as a result of ) shall first be excluded in entirety from such underwriter cutback, the Holders cannot include in the IPO all of the registration and underwriting before any Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (GCL Silicon Technology Holdings Inc.), Flights Agreement (GCL Silicon Technology Holdings Inc.)
Underwriting. If the Holders initiating the registration request ------------ under this Section 3.3 2.2 (the “"Initiating Holders”") intend to distribute the such ------------------ Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice to other Holders referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any other Holder to include its Registrable Securities in such registration shall be conditioned upon such other Holder’s 's participation in such underwriting and the inclusion of such other Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such other Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority with the consent of the Registrable Securities being registered and reasonably acceptable to the Company, which will not be unreasonably withheld. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom from such registration by delivering a written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitial Holder. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Rights Agreement (Asymetrix Learning Systems Inc), Series a Preferred Stock Purchase Agreement (Asymetrix Learning Systems Inc)
Underwriting. If In the Holders initiating the event that a registration request under this pursuant to Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 5.1 is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a5.1(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to Section 5.1 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 5.1, and the inclusion of such Holder’s 's Registrable Securities Securities, as the case may be, in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) extent requested shall be limited to the extent provided herein. All The Company shall (together with all Holders and other holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority in interest of the Registrable Securities being registered and reasonably acceptable Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this Section 3.35.1, if the underwriter(s) advise(s) the Company in writing managing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, the underwriter may limit the Registrable Securities to be included in such registration and underwriting (provided that securities of other securityholders are not included therein). In the event of a limitation on the number of Registrable Securities to be included in a registration, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders thereof in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according to held by such 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 Registrable Securities in accordance with the above provisions, the Company or the underwriters may round the number of Registrable Securities then outstanding held by each allocated to any Holder requesting registration (including to the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder Person may elect to withdraw therefrom by delivering a written notice to the Company Company, the managing underwriter and the underwriter(s)Initiating Holders. The Registrable Securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) Business Days and such Registrable Securities shall not be transferred in a public distribution prior to 180 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinunderwriters may require.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc), Registration Rights Agreement (Carrizo Oil & Gas Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise underwriters may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting in, the registration and registration underwriting. The Company shall not be reduced (x) by more than seventy-five percent (75%) so advise all holders of securities requesting registration, and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested entitled to be included thereinin the registration and underwriting shall be allocated, then such Registration shall not be deemed as follows: (i) first, to constitute one of the three Company for securities being sold for its own account, (3ii) demand Registrations second, to which the Holders are entitled pursuant requesting to this Section 3include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (iii) third, to the Other 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that purposes Section 2.1, unless such registration is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit Company’s Initial Public Offering, a registration shall not be counted as “effected” if, as a result of any an exercise of the foregoing Personsunderwriter’s cutback provisions in this Section 2.2(b), and for any Holder fewer than thirty percent (30%) of the total number of Registrable Securities that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed Initiating Holders have requested 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinregistration statement are actually included.
Appears in 2 contracts
Samples: Rights Agreement, Investors’ Rights Agreement (Unity Biotechnology, Inc.)
Underwriting. If the Holders initiating registration statement under which the registration request Company gives notice under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of 2.2 is for an underwritten offering, the Company shall so advise the Holders. In such event, the right of any such Holder to include its Registrable Securities be included in such a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Each Holder proposing to distribute their securities its Registrable Securities through such underwriting shall enter into a custody agreement and power of attorney authorizing the Company to sell the Registrable Securities to be offered by such Holders and to execute on the Holder's behalf an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of Company. If any Holder is or will be unable to deliver any document reasonably required by the underwriters to register such Registrable Securities, then the Company shall have no obligation to include such Registrable Securities being registered and reasonably acceptable to the Companyin such registration. Notwithstanding any other provision of this Section 3.3the Agreement, if the underwriter(s) advise(s) the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced allocated as required by follows: first, to the underwriter(s) Company for its own account; second, to the holders under the Company's Registration Rights Agreement, dated as of August ____, 1998 (the "Registration Rights Agreement"), and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by each such persons; and third, to any stockholder of the Company (other than a Holder requesting or a holder under the Registration Rights Agreement) 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 (including the Initiating Holders); provided, however, that and underwriting. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares of Registrable Securities to which may be included in such underwriting and registration shall by Holders without the written consent of Holders of not be reduced less than two-thirds (x) by more than seventy-five percent (7566 2/3%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested proposed to be included therein, then such Registration shall not be deemed to constitute one of sold in the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinoffering.
Appears in 2 contracts
Samples: Investor Rights Agreement (Theglobe Com Inc), Investor Rights Agreement (Theglobe Com Inc)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.1 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.1 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.1(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.1, if the underwriter(s) advise(s) the Company in good faith in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that (i) the number of shares Registrable Securities included in any such registration shall not be reduced to a number below thirty percent (30%) of the aggregate number of Registrable Securities for which inclusion has been requested and (ii) the number of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), ) delivered at least ten (10) Business Days days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and or withdrawn (as applicable) from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Registration Rights Agreement (LexinFintech Holdings Ltd.), Registration Rights Agreement (Pacific Alliance Group LTD)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3.4(b) (the “"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company Tality as a part of their request made pursuant to this Section 3.3 3.4(b)(i) and the Company Tality shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyTality (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 3.33.4(b), if the underwriter(s) advise(s) the Company Tality in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company Tality shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by of each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of Tality and the employees, officers and directors (who are not also officers or directors of Cadence) of Tality (or any Subsidiary of Tality) are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Master Separation Agreement (Tality Corp), Master Separation Agreement (Tality Corp)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend First Reserve intends to distribute the Registrable Securities covered by their its request by means of an underwritingunderwritten offering, then they it shall so advise the Company as a part of their request made pursuant to this Section 3.3 the Demand Notice, and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration pursuant to the rights set forth in Section 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders First Reserve and such Holder) to the extent as provided herein. All The Company and all Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyFirst Reserve. Notwithstanding any other provision of this Section 3.32.2 or Section 2.3, if the Board determines, after having consulted with the managing underwriter(s) advise(s) ), determines in good faith that the Company in writing that marketing factors require should impose a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the Company may exclude shares of the Registrable Securities as necessary from the registration and the underwriting, with the number of shares to be included in the registration and the underwriting allocated in the following manner: first to First Reserve; second to the Company; and third to each of the other Holders requesting inclusion of their Registrable Securities in such registration statement pursuant to Section 2.3, and among such other Holders on a pro rata basis based on the total number of Registrable Securities that then held by each such other Holder. No other Registrable Securities may be included in the underwriting shall be reduced as required Registration Statement (other than by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of by the CompanyHolders pursuant to Section 2.3) without First Reserve's consent. Further, ifIf, as a result of such underwriter cutbackany reduction or limitation at the request of an underwriter, the Holders cana registration effected pursuant to this Section 2.2 does not include in the IPO all at least 80% of the Registrable Securities that they have First Reserve requested to be included thereinregistered in the Demand Notice, then such Registration registration shall not be deemed to constitute one a demand for purposes of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s2.2(d), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners (if any) 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “"Holder”, ," and any pro-pro rata reduction with respect to such “"Holder” " shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “"Holder”, " as defined hereinin this sentence.
Appears in 2 contracts
Samples: Stockholder Agreement (Dresser-Rand Group Inc.), Stockholder Agreement (Dresser-Rand Group Inc.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a3.3(a)(i). In the such event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting shall underwriting, enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting subject to the terms of this Section 3.3. The Company shall so advise all Holders holders of Registrable Securities which the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated in the following manner: (i) first, shares, other than Registrable Securities and other securities that have contractual rights with respect to registration similar to those provided for in this Section 3.3, requested to be included in such registration by stockholders shall be excluded, and (ii) second, if a limitation on the number of shares still is required, securities other than Registrable Securities that have contractual rights with respect to registration shall be excluded, and (iii) third, if a limitation on the number of shares is still required, the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders thereof in proportion, as nearly as practicable, to the amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration (including at the Initiating Holders)time of filing the Registration Statement; provided, however, that the number aggregate value of shares of securities (including Registrable Securities Securities) to be included in such underwriting and registration shall by the Holders may not be so reduced (x) by more to less than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director 25% of the Company or any Subsidiary total value of all securities included in such registration except in the Company’s IPO (as defined below). Further, if, as a result For purposes of any such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If and other securities held by any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder holder that is a partnership, limited liability company or corporation shall also include any Registrable Securities held by the Holder and the partners and partners, retired partners partners, members, stockholders or affiliated entities of such Holderholder, or the estates and family members of any such partners and partners, retired partners partners, members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder such holder and all corporations that are affiliates of such Holder, other Persons shall be deemed to be a single “Holder”, selling holder,” and any pro-pro rata reduction with respect to such “Holderselling holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, 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. Except as specifically set forth herein, nothing in this Section 3.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting. If any Holder disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter. The Registrable Securities so withdrawn shall also be withdrawn from registration.
Appears in 2 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Aeglea BioTherapeutics, Inc.)
Underwriting. If In connection with any offering involving an underwriting of shares of the Holders initiating Company’s Equity Securities, the registration request Company shall not be required under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder 3 to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation any securities of a Holder in such underwriting unless such Holder accepts the terms of the underwriting as agreed upon between the Company and the inclusion of such Holder’s Registrable Securities in underwriters selected by it (or by other persons entitled to select the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders underwriters) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter enters into an underwriting agreement in customary form with the managing an underwriter or underwriters selected for by the Company, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, provided that any such underwriting by agreement shall not impair the indemnification rights of the Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a majority of registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities being registered and reasonably acceptable authority to enter into the Companyunderwriting agreement. Notwithstanding any If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other provision of this Section 3.3, if the underwriter(s) advise(s) than by the Company that the underwriters determine in writing that marketing factors require a limitation good faith and in their sole discretion is compatible with the success of the number of securities to be underwrittenoffering, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and required to include in the offering only that number of Registrable Securities that may the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be included in the underwriting shall be reduced as required by the underwriter(s) and allocated apportioned pro rata among the selling Holders according to the total amount of Registrable Securities on entitled (and requested in writing pursuant to Section 3.1) to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders), but in no event shall (i) the amount of Holders’ Registrable Securities be reduced at all while any other stockholder’s securities are still included, and after exclusion of all other stockholders’ securities, be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the IPO of the Company’s securities, in which case the Registrable Securities may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, or (ii) notwithstanding (i) above, any shares being sold by a pro-rata basis according stockholder exercising a demand registration right similar to that granted in Section 4 be excluded from such offering. For purposes of the number preceding parenthetical concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the Holder partners, retired partners, members and the partners and retired partners stockholders 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “selling Holder”, ,” and any pro-pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all such related entities and individuals included in individuals. If any Holder disapproves of the terms of any such “Holder”underwriting, as defined hereinsuch Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) days prior to the effective date of the registration statement without prejudice.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (ChinaEdu CORP)
Underwriting. If the Holders initiating registration statement under which the registration request Corporation gives notice under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of 2.3 is for an underwritten offering, the Corporation shall so advise the Holders of Registrable Securities and the Founder. In such event, the right of any such Holder or Founder to include its Registrable Securities be included in such a registration pursuant to this Section 2.3 shall be conditioned upon such Holder’s 's or Founder's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities or shares of such Founder's Common Stock in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders Each Holder and Founder proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCorporation. Notwithstanding any other provision of this Section 3.3the Agreement, if the underwriter(s) advise(s) the Company underwriter determines in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by allocated, first, to the underwriter(s) and allocated among Corporation; second, to the Holders of Registrable Securities on a pro-pro rata basis according to based on the total number of Registrable Securities then outstanding held by each Holder requesting registration the Holders; third, to the Founder, for an amount of shares not to exceed 150,000 (including the Initiating Holdersas adjusted for stock splits and combinations); providedand fourth, however, that to any shareholder of the number of shares of Registrable Securities Corporation (other than a Holder or the Founder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Corporation for its own account to be included in such underwriting the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration shall not be reduced (x) by more than seventy-five percent (75%) below 25% of the total amount of securities included in such registration, unless such offering is the Initial Offering and (y) unless all other securities are first entirely excluded from the underwriting and such registration including all does not include shares that are not Registrable Securities and are held by of any other Personselling shareholders, including in which event any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which Holders may be excluded in accordance with the Holders are entitled pursuant to this Section 3immediately preceding sentence. If any Holder disapproves of the terms In no event will shares of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall other selling shareholder be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinregistration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds of the Registrable Securities proposed to be sold in the offering.
Appears in 2 contracts
Samples: Voting Agreement (Adesso Healthcare Technology Services Inc), Investors' Rights Agreement (Adesso Healthcare Technology Services Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretosecurities requesting registration, and the number of Registrable Securities shares of securities that may are entitled to be included in the registration and underwriting shall be reduced allocated, as required follows: (i) first, to the Company for securities being sold for its own account, (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 and (iii) third, to the underwriter(s) Other 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. For the avoidance of doubt, in no event shall any securities held by Other Selling Stockholders be included in the registration and allocated among underwriting if any securities held by any selling Holder are excluded, unless approved in writing by the Holders of at least a majority of the Registrable Securities. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities on a pro-rata basis according to the number of or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities then outstanding held by each Holder requesting or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration (including the Initiating Holders); provided, however, that and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutbackmarketing factors pursuant to Section 2.2(b), the Holders cannot Company shall then offer to all persons who have retained the right to include securities in the IPO all registration the right to include additional securities in the registration in an aggregate amount equal to the number of the Registrable Securities that they have requested shares so withdrawn, with such shares to be included thereinallocated among the persons requesting additional inclusion, then such Registration shall not be deemed to constitute one of in the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinmanner set forth above.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Doximity, Inc.), Investors’ Rights Agreement (Doximity, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section subsection 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including including, without limitation, all shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary Domestic Entity or any Affiliate of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3Company or any Domestic Entity). If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights Registrable Securities owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Jupai Holdings LTD), Investors’ Rights Agreement (Jupai Holdings LTD)
Underwriting. The Initiating Holders of any given demand registration pursuant to this Section 1.4 shall determine the method of distribution. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request demand by means of an underwriting, then they shall so advise the Company as a part of their request demand made pursuant to this Section 3.3 1.4 and the Company shall include such information in the Request Notice written notice referred to in this Section 3.3(a1.4(a)(i). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to Section 1.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent requested and provided herein. All The Company shall (together with all Holders and other parties proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing representative(s) of an underwriter or underwriters of recognized national standing (the "Underwriter's Representative") selected for such underwriting by the Holders of a majority Company, subject to the approval of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders, which shall not be unreasonably withheld. Notwithstanding any other provision of this Section 3.31.4, if the underwriter(s) advise(s) Underwriter's Representative advises the Company and the Initiating Holders in writing at any time prior to effectiveness that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretoSecurities, and the Underwriter's Representative may limit the number of Registrable Securities that may to be included in the underwriting shall be reduced as required registration and underwriting; PROVIDED, HOWEVER, that if the registration was demanded (i) by the underwriter(s) and allocated among the Holders of not less than twenty-five (25%) of the outstanding Series C Registrable and Securities Series D Registrable Securities then any such limitation will first exclude securities that are not Series C Registrable Securities or Series D Registrable Securities, and to the extent Series C Registrable Securities and/or Series D Registrable Securities are excluded, they shall be excluded on a pro-rata basis according in proportion to the number of Series C Registrable Securities and/or Series D Registrable Securities held by each such Holder; or (ii) by one or more Holders of Series C Registrable Securities or by one or more Ares Affiliates, then any such limitation will first exclude securities that are not Series C Registrable Securities or Series D Registrable Securities held by an Ares Affiliate, and to the extent Series C Registrable Securities and/or Series D Registrable Securities held by an Ares Affiliate are excluded, they shall be excluded on a pro-rata basis in proportion to the number of Series C Registrable Securities and/or Series D Registrable Securities held by each such Holder. The Company and/or the Underwriters's Representative may, in their sole discretion, round the number of securities offered hereunder to the nearest 100 shares. No securities excluded from the underwriting by reason of the Underwriter's Representative marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the Underwriter's Representative and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration; PROVIDED, HOWEVER, that, if by the withdrawal of such Registrable Securities a greater number of Registrable Securities held by other participating Holders may be included in such registration (up to the maximum of any limitation imposed by the Underwriter's Representative), then the Company shall allocate such greater number of Registrable Securities first to the Initiating Holders of such registration, on a pro-rata basis in proportion to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the such Initiating Holders); providedHolder, however, that and second to such other Holders on a pro rata basis in proportion to the number of shares of Registrable Securities to be included in requested by such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementHolders. Any Registrable Securities excluded or so withdrawn from such underwriting registration shall be excluded and withdrawn from subject to the registrationmarket standoff provisions set forth in Section 1.14 hereof. For any Holder that is a partnershipIf the Underwriter's Representative has not limited the number of Registrable Securities to be underwritten, the Holder and the partners and retired partners of such Holder, Company may include securities for its own account or the estates and family members of any such partners and retired partners and any trusts for the benefit account of any other shareholders of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included Company in such “Holder”, as defined hereinregistration if the Underwriter's Representative so agrees.
Appears in 2 contracts
Samples: Investors' Rights Agreement (Zapme Corp), Investors' Rights Agreement (Zapme Corp)
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 4 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a)4.1. In the such event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Registrable Securities held by the Initiating Holders and by such Holder) to the extent provided herein. All Holders proposing to distribute 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 Initiating Holders of representing a majority in interest of the Registrable Securities being registered and held by the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company), provided that any such underwriting agreement shall not impair the indemnification rights of the Holders granted under Section 8; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the underwriter(s) shall also be made to and for the benefit of the Holders; and provided further, that the Company shall ensure that no underwriter(s) requires any Holder to make any representations or warranties to, or agreements with, any underwriter(s) in a registration other than customary representations, warranties and agreements relating to such Holder’s title to the Registrable Securities and authority to enter into the underwriting agreement. Notwithstanding any other provision of this Section 3.34, if the underwriter(s) advise(s) underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwrittenunderwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and that the number of Registrable Securities shares that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to Company will include in such registration (i) first, the maximum number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one pro rata among the respective Holders thereof on the basis of the three amount of Registrable Securities requested to be included in such registration by each such Holder, and (3ii) demand Registrations second, the maximum amount of other securities requested to which be included therein (including any by the Holders are entitled pursuant to this Section 3. If any Holder disapproves Company), pro rata among the holders of such other securities on the basis of the terms number of any shares requested to be included in such underwriting, registration by each such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementholder. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, corporation or limited liability company, the Holder partners, retired partners, members and the partners and retired partners of stockholders or such Holder, or the estates and family members of any such partners and retired partners partners, members and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, persons shall be deemed to be a single “Holder”, ,” and any pro-pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder”, ,” as defined hereinin this sentence. If the Underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company may sell securities in such registered underwritten offering if the underwriter 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.
Appears in 2 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (ChinaEdu CORP)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringaddition, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company and reasonably acceptable to a majority of the Registrable Securities being registered and reasonably acceptable Holders participating in such offering. Such underwriting agreement shall include a market stand-off agreement of up to the Company180 days if required by such underwriter. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) underwriter and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that . If any such exclusion causes less than 50% of the number of shares of Registrable Securities as to which registration was requested by the Holders to be registered, such registration may be withdrawn at the request of a majority of the Holders of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Personoffering and, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least if so withdrawn within ten (10) Business Days prior to the effective date days after such Holders are notified of the such exclusion, such registration statementshall not constitute a request for registration under Section 2.2(e). Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Accom Inc), S Rights Agreement (Accom Inc)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Class A Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(a2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include his, her, or its Class A Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Class A Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Investors holding a majority in interest of the Registrable Securities being registered included in such registration and reasonably acceptable to approved by the CompanyCompany (such approval not be unreasonably withheld). Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Class A Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Class A Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Class A Registrable Securities on a pro-pro rata basis according to the number of Class A Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Class A Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company and any other Holders requesting registration are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Class A Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Basis Global Technologies, Inc.), Investors’ Rights Agreement (Basis Global Technologies, Inc.)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting. 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, (ii) second, to the Holders requesting to include Registrable Securities in such underwriting registration statement based on the pro rata percentage of Registrable Securities held by such Holders and requested to be included in such registration, assuming conversion; and (iii) third, to the Other 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. Notwithstanding the foregoing, no such reduction shall not be reduced (x) by more than seventyreduce the value of the Registrable Securities of the Holders included in such registration below twenty-five percent (7525%) and (y) of the total value of securities included in such registration, unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who such offering is an employee, officer or director Initial Public Offering and such registration does not include shares of any Other Selling Stockholders (excluding shares registered for the Company or any Subsidiary account of the Company. Further), if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event any or all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 2 contracts
Samples: Investors’ Rights Agreement, Investors’ Rights Agreement (Principia Biopharma Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the The right of any Holder to include its Registrable Securities in such registration pursuant to this Section 4.2 shall be conditioned upon the participation by such Holder’s participation Holder in such underwriting and the inclusion of such Holder’s the Registrable Securities of such Holder in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision provisions of this Section 3.34.2, if the underwriter(s) advise(s) the Company in writing managing underwriter determines that marketing factors require a limitation of the number of securities shares to be underwritten, then the managing underwriter may limit the Registrable Securities held by Holders to be included in such registration, but shall not limit such Registrable Securities to fewer than 20% of the securities sold in any offering; provided that in the Company's initial public offering the managing underwriter may limit the Registrable Securities held by the Holders to be included in such registration to fewer than 20% of the shares sold in the offering. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretothe other holders distributing their securities through such underwriting, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all Holders and other holders thereof in proportion, as nearly as practicable, to the respective amounts of securities entitled to inclusion (determined without regard to any requirement of a request to be included in such underwriting registration) in such registration held by all such Holders and other holders at the time of filing the registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares statement, provided that are not no such inclusion of Registrable Securities and are held other securities by any other Person, including any Person who is an employee, officer or director of the underwriter may reduce the securities being offered by the Company or any Subsidiary for its own account. To facilitate the allocation of shares in accordance with the Company. Further, if, as a result of such underwriter cutbackabove provisions, the Holders cannot include in Company may round the IPO all number of shares allocated to any Holder or holder to the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, such Holder he may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementmanaging underwriter. Any Registrable Securities securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such registration, and shall not be transferred in a public distribution prior to 180 days after the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any effective date of the foregoing Persons, and for any Holder that is a corporation, registration statement relating thereto or such other shorter period of time as the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinunderwriter may require.
Appears in 1 contract
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise underwriters may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in, the registration and underwriting. 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 and Other Selling Stockholders requesting to include Registrable Securities and Other Shares in such underwriting registration statement based on the pro rata percentage of Registrable Securities and Other Shares held by such Holders and Other Selling Stockholders. Notwithstanding the foregoing, no such reduction shall reduce the value of the Registrable Securities of the Holders included in such registration shall not be reduced (x) by more than seventybelow twenty-five percent (7525%) of the total value of securities included in such registration, unless such offering is the Company’s Initial Public Offering and (y) unless all other securities are first entirely excluded from the underwriting and such registration including all does not include shares that are not Registrable Securities and are held by of any Other Selling Stockholders or any other Person, including any Person who is an employee, officer or director of stockholders (excluding shares registered for the Company or any Subsidiary account of the Company. Further), if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event any or all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Samples: Rights Agreement (Cvent Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they shall the Company will so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a1.3(a)(i). In the such event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration shall pursuant to Section 1.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall will (together with the Company, other participating Holders, and the other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters Underwriter selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.3, if the underwriter(s) advise(s) the Company in writing Underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the Underwriter may (subject to the allocation priority set forth below) limit the number of securities to be underwritten, then of the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may other shareholders to be included in the underwriting shall be reduced as required by the underwriter(s) registration and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)underwriting; provided, however, that in the case of the Company’s Initial Public Offering, the Underwriter may cut back to zero the number of Registrable Securities it includes in the Initial Public Offering, so long as no other shareholder’s shares of Common Stock are included therein, and in the case of a subsequent public offering, the Underwriter may cut back the number of Registrable Securities it includes in the subsequent public offering to twenty percent (20%) of the shares of the Company’s Common Stock therein sold; provided further, however, that if the registration is a demand registration of other holders similar to the demand registrations of Section 1.2 and 1.4 hereof, such other holders shall have priority over the Holders. The Company will so advise all such Holders and other shareholders requesting registration, and the number of shares of Registrable Securities securities that are entitled to be included in the registration and underwriting will be allocated among all such underwriting Holders and registration shall not be reduced other shareholders (x) by more than seventy-five percent (75%) pro rata among such Holders and (y) unless all other shareholders on the basis of the number of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are then held by any such Holders and other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3shareholders). If any Holder or other shareholder disapproves of the terms of any such underwriting, such Holder it may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall will be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise each of the Company Holders as a part of their request made the written notice given pursuant to Section 3(b)(i)(A). In such event, the right of each of the Holders to registration pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a). In the event of an underwritten offering, the right of any Holder to include its Registrable Securities in such registration 3(b) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holder’s Holders' Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Holders proposing whose shares are to distribute be included in such registration shall (together with the Company and the Other Stockholders distributing their securities through such underwriting shall underwriting) enter into an underwriting agreement consistent with the terms of this Agreement and otherwise in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.33(b), if the underwriter(s) advise(s) the Company in writing representative determines that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in the registration and underwriting to the extent so required by such underwriting limitation. The Company shall so advise all holders of securities requesting registration, and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not entitled to be included in the registration and underwriting shall be allocated in the following manner: (A) If the registration was initiated by the Company: The securities of the Company held by stockholders of the Company (other than Registrable Securities and are other than securities held by any other PersonOther Stockholders) shall be excluded from such registration and underwriting to the extent required by such limitation, including any Person and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and Other Stockholders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder or such Other Stockholder), by such minimum number of shares as is necessary to comply with such limitation; and (B) If the registration was initiated by a holder or holders who is an employee, officer or director by contractual right demanded such registration ("Demanding Holders"): The securities of the Company or any Subsidiary held by stockholders of the Company. FurtherCompany (other than Registrable Securities and other than securities held by Other Stockholders or Demanding Holders) shall be excluded from such registration and underwriting to the extent required by such limitation, ifand, as if a result limitation on the number of such underwriter cutbackshares is still required, the Holders cannot include number of shares that may be included in the IPO all registration and underwriting by each of the Registrable Securities Holders and Other Stockholders (other than Demanding Holders) shall be reduced, on a pro rata basis (based on the number of shares held by such Holder or such Other Stockholder), by such minimum number of shares as is necessary to comply with such limitation; provided, however, that they have requested to be included thereinin no event, then such Registration under either of clauses (A) or (B) above, shall not be deemed to constitute one the number of shares of the three (3) demand Registrations to which Holders included in such underwriting be less than 10% of the Holders are entitled pursuant to this Section 3total number of securities included in such offering without the prior consent of the Holders. If any Holder of the Holders or any Other Stockholder disapproves of the terms of any such underwriting, such Holder he or she may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries Limited)
Underwriting. If a registration statement under which the Holders initiating the registration request Company gives notice under this Section 3.3 (the “Initiating Holders”7(b)(iv) intend to distribute the Registrable Securities covered by their request by means of is for an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Registrable Securities. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder's Registrable Securities to be included in such a registration pursuant shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided hereinin this Section 7(b)(iv). All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by such underwriters); provided, however, that it shall not be considered customary to require any of the Holders of a majority to provide representations and warranties regarding the Company or indemnification of the Registrable Securities being registered and reasonably acceptable to underwriters for material misstatements or omissions in the Companyregistration statement or prospectus for such offering. Notwithstanding any other provision of this Section 3.3Agreement, if the underwriter(smanaging underwriter determine(s) advise(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered managing underwriter(s) may exclude shares from the registration and underwritten pursuant heretothe underwriting, and the number of Registrable Securities shares that may be included in the registration and the underwriting shall be reduced as required by allocated, first to the underwriter(s) Company, and allocated among second, to each of the Holders and other holders of registration rights on a parity with the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro-pro rata basis according to based on the total number of Registrable Securities and other securities entitled to registration then outstanding held by each such Holder requesting registration (including the Initiating Holders)or other holder; provided, however, that the right of the underwriters to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that: (i) the number of shares of Registrable Securities to be included in any such underwriting and registration shall is not be reduced (x) by more than seventybelow twenty-five percent (7525%) of the aggregate number of Registrable Securities for which inclusion has been requested; and (yii) unless all other securities are first entirely excluded from up to fifteen percent (15%) of the underwriting and registration including all shares that are not Registrable Securities and but are shares held by any other Person, including any Person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company. Further), if, as a result of shall first be excluded from such underwriter cutback, the Holders cannot include in the IPO all of the registration and underwriting before any Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s)underwriter, delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall be deemed to be a single “"Holder”, ," and any pro-pro rata reduction with respect to such “"Holder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"Holder”, ," as defined hereinin this sentence.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Evans & Sutherland Computer Corp)
Underwriting. If the Holders Demand Holder(s) initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2 and the Company shall include such information in the Request Notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and Company (which underwriter or underwriters shall be reasonably acceptable to a majority in interest of the CompanyInitiating Holders). Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) managing underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among each of the Holders requesting inclusion of their Registrable Securities in the underwriting on a pro-pro rata basis according to the number of Registrable Securities then outstanding Then Outstanding held by each Holder requesting registration (including the Initiating Holders)such Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company (including all securities proposed to be issued by the Company and included therein and any other already-outstanding securities that are not Registrable Securities or that are not (under the terms of this Agreement) Registrable Securities for purposes of this Section 2.2) are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Elevance Renewable Sciences, Inc.)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their the request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice notices referred to in Section 3.3(a3(a)(i) and Section 3(b)(i), as applicable. In the event of an underwritten offeringsuch event, the right of any Holder to include his, her or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of Company and approved by a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among (i) first, to each of the Holders together with each of the Holders under the Intel Agreement, on a pari passu basis based upon the Registrable Securities held by such Holders; (ii) second, to any other holders of incidental or “piggyback” registration rights requesting inclusion of their Registrable Securities in such registration statement, on a pro-rata pari passu basis according to based upon the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)such holders; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (yiii) unless all third, other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or to be registered on behalf of any Subsidiary of the Companyother holder. Further, ifIf, as a result of such underwriter cutbackthe cutback provisions of the preceding sentence, the Holders cana Holder is not entitled to include in the IPO all of the its requested Registrable Securities that they have requested to be included thereinShares in such registration, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice its request to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date include any or all of the registration statementits Registrable Shares in such registration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If the Initiating Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable ------------- Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 subsection 1.2(a) and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 1.2(a)(i). In the event of an underwritten offeringsuch event, the underwriter shall be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. The right of any Holder to include its Registrable Securities in such registration pursuant to subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companyunderwriters. Notwithstanding any other provision of this Section 3.3subsection 1.2, if the underwriter(s) advise(s) underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretowho have elected to participate in such offering, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all such Holders thereof in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating such Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company Company, the underwriter and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementInitiating Holders. Any Registrable Securities which are excluded from the underwriting by reason of the underwriter's marketing limitation or withdrawn from such underwriting shall be excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If the Holders initiating the registration request under this Section 3.3 Clause 11(C) (the “Initiating Holders”"INITIATING HOLDERS") intend to distribute the Registrable Securities covered by included in their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 Clause 11(C) and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.3Clause 11(C), if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding Outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including including, without limitation, all shares Shares that are not Registrable Securities and are held by any other Person, including including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary subsidiary of the Company. Further; provided further, if, as a result that at least twenty-five percent (25)% of such underwriter cutback, shares of Registrable Securities requested by the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then in such Registration underwriting and registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Samples: Note Subscription and Rights Agreement (China Techfaith Wireless Communication Technology LTD)
Underwriting. If the Holders initiating the registration request under this Section 3.3 9.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 9.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.39.3, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all any other securities are first entirely excluded from the underwriting and registration including including, without limitation, Ordinary Shares or all other shares that are not Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, consultant, officer or director of the Company or any Subsidiary subsidiary of the Company. Further; provided further, if, as a result that at least twenty-five percent (25%) of such underwriter cutback, shares of Registrable Securities requested by the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then in such Registration underwriting and registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a1.3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.3, if the underwriter(s) advise(s) representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise representative may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that to be included in, the registration and underwriting. If the registration is the first Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the underwriting shall be reduced as required registration by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration Company’s stockholders (including the Initiating Holders), or may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration (provided that in such event no other holder of registration rights is entitled to registration of securities in such offering), it being understood that prior to the exclusion of any Registrable Securities held (and being offered for registration) by an Investor, the Company shall APIGEE CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT exclude securities held by stockholders that are not Holders hereunder (“non-Investor Holders”), up to all of the Registrable Securities held by such non-Investor Holders. If such registration is the second or any subsequent Company-initiated registered offering of the Company’s securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company’s stockholders (including the Holders); provided, however, that the aggregate value of the Registrable Securities to be included in such registration by the Holders may not be so reduced to less than thirty percent (30%) of the total value of all securities included in such registration (provided further that if an Investor is an employee of the Company, the representative of the underwriters may require that such employee not participate), and furthermore, it being understood that prior to the exclusion of any Registrable Securities held (and being offered for registration) by an Investor, the Company shall exclude Registrable Securities held by non-Investor Holders, up to all of the Registrable Securities held by such non-Investor Holders. 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 first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.13. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutbackmarketing factors, the Holders cannot Company shall then offer to all persons who have retained the right to include securities in the IPO all registration the right to include additional securities in the registration in an aggregate amount equal to the number of the Registrable Securities that they have requested shares so withdrawn, with such shares to be included therein, then such Registration shall not be deemed to constitute one of allocated among the three (3) demand Registrations to which the Holders are entitled pursuant to this persons requesting additional inclusion in accordance with Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein1.13 hereof.
Appears in 1 contract
Underwriting. If the Holders initiating the registration request under this Section 3.3 3.4(b) (the “"Initiating Holders”") intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company Tality as a part of their request made pursuant to this Section 3.3 3.4(b)(i) and the Company Tality shall include such information in the Request Notice referred to in Section 3.3(a)Notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder's Registrable Securities in such registration shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyTality (including a market stand-off agreement of up to 180 days if required by such underwriters). Notwithstanding any other provision of this Section 3.33.4(b), if the underwriter(s) advise(s) the Company Tality in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company Tality shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by of each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of Tality and its officers and directors (who are not also officers or directors of Cadence) are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If In the Holders initiating the event that a registration request under pursuant to this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 2.1 is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.1(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 2.1 shall be conditioned upon such Holder’s participation in such the underwriting arrangements required by this Section 2.1(b), and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of to the Initiating Holders and such Holder) 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 underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters of recognized national standing selected for such underwriting by the Holders of Company and reasonably acceptable to a majority of the Registrable Securities being registered and reasonably acceptable Holders proposing to the Companydistribute their securities through such underwriting. Notwithstanding any other provision of this Section 3.32.1, if the underwriter(s) advise(s) managing underwriter advises the Company Initiating Holders in writing that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be reduced as required by the underwriter(s) and allocated among all Holders in proportion, as nearly as practicable, to the Holders respective amounts of Registrable Securities on held by such Holders at the time of filing the registration statement or in such other manner as shall be agreed to by the Company and Holders of a pro-rata basis according to majority of the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders)proposed to 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 (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from such underwriting. No Registrable Securities excluded from the underwriting and registration including all by reason of the underwriter’s marketing limitation shall be included in such registration. To facilitate the allocation of shares that are not Registrable Securities and are held by any other Personin accordance with the above provisions, including any Person who is an employee, officer or director of the Company or the underwriters may round the number of shares allocated to any Subsidiary of Holder to the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company Company, the managing underwriter and the underwriter(s)Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, delivered at least ten (10) Business Days and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners of such Holder, or such other shorter period of time as the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing Persons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined hereinunderwriters may require.
Appears in 1 contract
Underwriting. If a registration statement under which the Holders initiating the registration request Company gives notice under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of 1.3 isfor an underwritingunderwritten offering, then they the Company shall so advise the Company as a part Holders of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Registrable Securities. In the event of an underwritten offeringsuch event, the right of any Holder to include its such Holder's Registrable Securities to be included in such a registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including a market stand-off agreement of up to 180 days if required by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Companysuch underwriters). Notwithstanding any other provision of this Section 3.3Agreement, if the managing underwriter(s) advise(sdetermine(s) the Company in writing good faith that marketing factors require a limitation of the number of securities shares to be underwritten, then the Company shall so advise include in such offering (i) first, all Holders the securities the Company proposes to register for its own account, and (ii) second, Holder's Registrable Securities and other shares of Common Stock of the Company requested to be included by other investors having written registration rights agreements with the Company respecting such shares ("Other Registrable Securities"), with Holder and each such investor proposing to sell such shares participating in such registration on a pro rata basis, such participation to be based upon the number of shares of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Other Registrable Securities then outstanding held by Holder and each Holder requesting registration (including the Initiating Holders)such investor, respectively; provided, however, that the number right of the underwriters to exclude shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the registration and underwriting and registration including as described above shall be restricted so that (i) all shares that are not Registrable Securities or Other Registrable Securities and are held by any other Personperson, including including, without limitation, any Person person who is an employee, officer or director of the Company (or any Subsidiary subsidiary of the Company. Further, if, as a result of ) shall first be excluded from such underwriter cutback, the Holders cannot include in the IPO all of the registration and underwriting before any Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders and Other Registrable Securities are entitled pursuant to this Section 3so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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 Personspersons, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, shall = be deemed to be a single “"Holder”, ," and any pro-pro rata reduction with respect to such “"Holder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"Holder”, ," as defined hereinin this sentence.
Appears in 1 contract
Samples: Warrant Agreement (Modacad Inc)
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a1.3(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.31.3, if the underwriter(s) advise(s) representative of the underwriters advises the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise representative may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that to be included in, the registration and underwriting. If the registration is the first Company-initiated registered offering of the Company's securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities (including Registrable Securities) to be included in the underwriting shall be reduced as required registration by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration Company's shareholders (including the Initiating Holders), or may exclude, to the extent so advised by the underwriters, such underwritten securities entirely from such registration. If such registration is the second or any subsequent Company-initiated registered offering of the Company's securities to the general public, the Company may limit, to the extent so advised by the underwriters, the amount of securities to be included in the registration by the Company's shareholders (including the Holders); provided, however, that the aggregate value of securities (including Registrable Securities) to be included in such registration by the Company's shareholders (including the Holders) may not be so reduced to less than twenty- five percent (25%) of the total value of all securities included in such registration; PROVIDED FURTHER, however, that the aforementioned 25% shall be reduced, pro rata, to accommodate the comparable rights of Other Shares as referenced in Section 1.13 of this Agreement. 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 first to the Company for securities being sold for its own account and thereafter as set forth in Section 1.13. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be included in such underwriting and registration shall not be was previously reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutbackmarketing factors, the Holders cannot Company shall then offer to all persons who have retained the right to include securities in the IPO all registration the right to include additional securities in the registration in an aggregate amount equal to the number of the Registrable Securities that they have requested shares so withdrawn, with such shares to be included therein, then such Registration shall not be deemed to constitute one of allocated among the three (3) demand Registrations to which the Holders are entitled pursuant to this persons requesting additional inclusion in accordance with Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein1.13 hereof.
Appears in 1 contract
Underwriting. If the Holders initiating the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of which eRCG gives notice is for a registered public offering involving an underwriting, then they eRCG shall so advise the Company as a part of their request made pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a)Holders by written notice. In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 5.15(a) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with eRCG and the other holders of securities of eRCG 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyeRCG. Notwithstanding any other provision of this Section 3.35.15(a), if the underwriter(s) advise(s) representative of the Company underwriters advises eRCG in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise representative may (subject to the limitations set forth below) exclude all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant heretofrom, and or limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting in, the registration and registration underwriting. eRCG shall not be reduced (x) by more than seventy-five percent (75%) so advise all Holders, and (y) unless all other the number of shares of securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include entitled to be included in the IPO all of registration and underwriting shall be allocated first to eRCG for securities being sold for its own account and thereafter the Registrable Securities that they have requested so included will be apportioned pro rata among the selling Holders according to the total number of Registrable Securities entitled to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.included
Appears in 1 contract
Samples: Asset Purchase Agreement (Eresource Capital Group Inc)
Underwriting. If the Holders initiating the registration request under this Section 3.3 2.2 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 3.3 2.2, and the Company shall include such information in the Request Notice referred to in Section 3.3(asubsection 2.2(a). In the event of an underwritten offeringsuch event, the right of any Holder to include his, her, or its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters underwriter(s) selected for such underwriting by the Holders of Company and approved by a majority in interest of the Registrable Securities being registered and reasonably acceptable to the CompanyInitiating Holders. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which that would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities of the Company are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Underwriting. If the Holders initiating registration of which the registration request under this Section 3.3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of Company gives notice is for a registered public offering involving an underwriting, then they the Company shall so advise the Company Holders as a part of their request made the written notice given pursuant to this Section 3.3 and the Company shall include such information in the Request Notice referred to in Section 3.3(a2.2(a)(i). In the event of an underwritten offeringsuch event, the right of any Holder to include its Registrable Securities in such registration pursuant to this Section 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 (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company, the Other Selling Stockholders and 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.32.2, if the underwriter(s) advise(s) underwriters advise the Company in writing that marketing factors require a limitation of on the number of securities shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in, the registration and underwriting. 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, (ii) second, to the Holders requesting to include Registrable Securities in such underwriting registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion and (iii) third, to the Other 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. Notwithstanding the foregoing, no such reduction shall not be reduced (x) by more than seventy-reduce the value of the Registrable Securities of the Holders included in such registration below twenty five percent (7525%) of the total value of securities included in such registration, unless such offering is the Company’s Initial Public Offering and (y) unless all other securities are first entirely excluded from the underwriting and such registration including all does not include shares that are not Registrable Securities and are held by of any other Person, including any Person who is an employee, officer or director of selling stockholders (excluding shares registered for the Company or any Subsidiary account of the Company. Further), if, as a result of such underwriter cutback, the Holders cannot include in the IPO which event any or all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3may be excluded. 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, such Holder may elect to withdraw person shall also be excluded therefrom by delivering a written notice to from the Company and or the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementunderwriter. 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 excluded and withdrawn from the such registration. For any Holder that is a partnership, the Holder and the partners and retired partners 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals included in such “Holder”, as defined herein.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Applied Molecular Transport LLC)
Underwriting. If the Holders initiating the registration request under this Section 3.3 3 (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their SCHEDULE 3 request made pursuant to this Section 3.3 3 and the Company shall include such information in the Request Notice written notice referred to in Section 3.3(asubsection 3(a). In the event of an underwritten offeringsuch event, the right of any Holder to include its his Registrable Securities in such registration shall be conditioned conditional upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute 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 Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the CompanyCompany (including a market stand-off agreement of up to 180 days if required by such underwriter or underwriters). Notwithstanding any other provision of this Section 3.33, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro-pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating initiating Holders); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced (x) by more than seventy-five percent (75%) and (y) unless all other securities are first entirely excluded from the underwriting and registration including all shares that are not Registrable Securities and are held by any other Person, including any Person who is an employee, officer or director of the Company or any Subsidiary of the Company. Further, if, as a result of such underwriter cutback, the Holders cannot include in the IPO all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the three (3) demand Registrations to which the Holders are entitled pursuant to this Section 3. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by delivering a written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statementregistration. Any Registrable Securities excluded or and withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnershipIf the underwriter has not limited the number of Registrable Securities to be underwritten, the Holder Company may include its securities for its own account in such registration if the underwriter so agrees and if the partners and retired partners number 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, and for any Holder that is a corporation, the Holder and all corporations that are affiliates of such Holder, 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 rights owned by all entities and individuals Registrable Securities which would otherwise have been included in such “Holder”, as defined hereinregistration and underwriting will not thereby be limited.
Appears in 1 contract
