Underwritten Piggyback Offerings. If the Company at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of SECTION 3(c), use its best efforts, if requested by any Holder whose Registrable Securities are included in such registration to arrange for such underwriters to include the Registrable Securities to be offered and sold by such Holder among the securities to be distributed by such underwriters, and such Holders shall be obligated to sell their Registrable Securities in such Piggyback Registration through such underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The Holders whose Registrable Securities are to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters. No Requesting Holder may participate in such underwritten offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such Holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriter, and each of the remaining Requesting Holders shall be entitled to increase the number of Registrable Securities being registered to the extent of the Registrable Securities so withdrawn (i) in the case of a Cutback Registration, in accordance with the priorities set forth in SECTION 3(c) and (ii) in all other cases in the proportion which the number of Registrable Securities being registered by such remaining Requesting Holder bears to the total number of Registrable Securities being registered by all such remaining Requesting Holders.
Underwritten Piggyback Offerings. If the Company at any time proposes to register any of its shares of capital stock in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company shall, subject to the provisions of Section 5.03, use commercially reasonable efforts to arrange for such underwriters to include the Registrable Securities to be offered and sold by any Holder among the shares of capital stock to be distributed by such underwriters. Such Holder shall be a party to the underwriting agreement between the Company and such underwriter or underwriters and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Holder. No Holder may participate in such underwritten offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Holder disapproves of the terms of an underwriting, such Holder may elect to withdraw therefrom and from such registration by notice to the Company and the managing underwriter.
Underwritten Piggyback Offerings. 13 Section 6.
Underwritten Piggyback Offerings. If the Company at any time proposes to register any of its securities in a Piggyback Registration and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 1(i) and Section 4(c), use its reasonable best efforts, if requested by any holder of Registrable Securities, to arrange for such underwriters to include the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, and such holders shall be obligated to sell their Registrable Securities in such Piggyback Registration through such underwriters on the same terms and conditions as apply to the other Company securities to be sold by such underwriters in connection with such Piggyback Registration. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriter or underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also be made to and for their benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to their obligations. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder and its ownership of the securities being registered on its behalf and such holder's intended method of distribution and any other representation required by law. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting
Underwritten Piggyback Offerings. .. 21 Section 6. Holdback Agreements 21 (a) By the Holders................................................. 21 (b) By the Company and Other Security holders...................... 22 Section 7. Indemnification.................................................. 22 (a) Indemnification by the Company................................. 22 (b) Indemnification by the Sellers................................. 23 (c)
Underwritten Piggyback Offerings. 6 Section 2.9 Delays in Registration........................................................................6 Section 2.10 Fees and Expenses.............................................................................7 Section 2.11 Limit to Blue-Sky Filings Required............................................................7
Underwritten Piggyback Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.4 and such securities are to be distributed by or through one or more underwriters, subject to the provisions of Section 2.4(a) the Company will, if requested by the Holders, arrange for such underwriters to include all of the Shares to be offered and sold by the Holders among the securities of the Company to be distributed by such underwriters. Each Holder shall become a party to the underwriting agreement negotiated between the Company and such underwriters, but shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding the Holders, their shares and their intended method of distribution.
Underwritten Piggyback Offerings. 13 5. HOLDBACK AGREEMENTS .......................................................14 (a) BY THE HOLDERS OF REGISTRABLE SECURITIES .......................14 (b) BY THE COMPANY AND OTHER SECURITYHOLDERS .........................14 (c) EXCEPTION ......................................................14
Underwritten Piggyback Offerings. If the Parent proposes to register any Shares under the Securities Act as contemplated by Section 3.2 and such securities are to be distributed by or through one or more underwriters, subject to the provisions of Section 3.1(c)(i) the Parent will, if requested by the Selling Holders, arrange for such underwriters to include all of the Shares to be offered and sold by such Holders among the securities of the Company to be distributed by such underwriters. Each Selling Holder shall each become a party to the underwriting agreement negotiated between the Company and such underwriters. The Holders shall not be required to make any representations or warranties to or agreements with the Parent or the underwriters other than representations, warranties or agreements regarding the Holders, their Shares and their intended method of distribution or any other representations or warranties required by law or customarily given by selling shareholders in an underwritten public offering.
Underwritten Piggyback Offerings. If Shimmick shall, at any time after the date hereof until the Outside Date, propose to conduct an underwritten offering (other than a Requested Underwritten Offering), whether or not for its own account, then Shimmick shall promptly notify AECOM of such proposal reasonably in advance of (and in any event at least five business days before) the commencement of the offering, which notice shall set forth the principal terms and conditions of the offering, including the proposed offering price or range of offering prices (if known), the anticipated filing date of the related registration statement (if applicable) and the number of securities that are proposed to be offered (the “Underwritten Offering Piggyback Notice”). The Underwritten Offering Piggyback Notice shall offer AECOM the opportunity to include in such underwritten offering (and any related registration, if applicable) the number of Registrable Securities as it may request in writing (an “Underwritten Piggyback Offering”); provided, however, that in the event that Shimmick proposes to effectuate the subject underwritten offering pursuant to an effective Shelf Registration Statement other than an automatic shelf registration statement, only Registrable Shares of AECOM which are subject to such effective Shelf Registration Statement may be included in such Underwritten Piggyback Offering. Subject to the Side Letter, Shimmick shall use reasonable best efforts to include in each such Underwritten Piggyback Offering such Registrable Shares of AECOM for which Shimmick has received written requests for inclusion therein within three business days after the date of the Underwritten Offering
