Underwritten Public Offering. If requested, and provided that the underwriter or underwriters are reasonably satisfactory to the Company, the Company shall enter into an underwriting agreement with an investment banking firm or firms containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Company shall not cause the registration under the Securities Act of any other shares of its Common Stock to become effective (other than registration of an employee stock plan, or registration in connection with any Rule 145 or similar transaction) during the effectiveness of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, marketing factors would adversely affect the price of the Registrable Securities subject to such underwritten registration.
Underwritten Public Offering. If the registration of which Company gives notice is for a registered public offering involving an underwritten public offering, Company shall so advise the Holder as a part of the written notice given pursuant to Section 14(a)(i). In such event the Warrant Shares change from being Common Stock to be the Company’s Common Stock. The right of the Holder to registration pursuant to this Section 14 shall be conditioned upon the Holder’s participation in such underwritten public offering and the inclusion of the Warrant Shares in the underwritten public offering to the extent provided herein. If the Holder proposes to distribute the Warrant Shares through such underwritten public offering, the Holder shall (together with Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten public offering by Company. Notwithstanding any other provision of this Section 14, if a determination is made by the underwriter or underwriters that the inclusion of the Warrant Shares adversely affects their ability to market or sell the shares, then no Warrant Shares are required hereby to be included in the contemplated sale. If the terms of any such underwritten public offering differ materially from the terms (including range of offering price) previously communicated to the Holder, the Holder may elect to withdraw therefrom by written notice to Company and the underwriter, which notice, to be effective, must be received by Company at least two (2) business days before the anticipated effective date of the Registration Statement. The Warrant Shares so withdrawn from such underwritten public offering shall also be withdrawn from such registration. In the event that the contemplated sale does not involve an underwritten public offering and a determination that the inclusion of the Warrant Shares adversely affects the marketing of the shares shall be made by the Board of Directors of Company in its good faith discretion, then no Warrant Shares are required hereby to be included in the contemplated sale.
Underwritten Public Offering. Notwithstanding paragraph 2 above, in the event of an underwritten public offering of Common Stock of the Company or by an Affiliate of the Company on or after January 1, 1997, Optionee shall become 50% vested in the nonvested portion of the Option awarded to such Optionee, determined as of the date of the underwritten public offering. In such event, the remaining nonvested portion of the Option awarded to Optionee, after application of the subparagraph (b), shall thereafter become vested as follows:
Underwritten Public Offering. The Company shall not cause, and shall ensure that Pubco does not cause, the registration under the Securities Act of any other shares of its common stock to become effective (other than registration of an employee stock plan, or registration in connection with any Securities Act Rule 145 or similar transaction) during the Effectiveness Period of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, marketing factors would materially adversely affect the price of the Registrable Securities subject to such underwritten registration.
Underwritten Public Offering. In the event of any underwritten public offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.
Underwritten Public Offering. Notwithstanding anything in this Article III to the contrary, in the event that any issuance of New Securities is to be made pursuant to an underwritten Public Offering, the Pre-emptive Stockholders shall have the right to purchase up to their Pre-emptive Portion in accordance with the following procedures. Upon approval by the Board of the commencement of an underwritten Public Offering by the Company (which approval shall set forth the proposed size of the underwritten Public Offering, the New Securities to be offered and an estimate (which may be based upon a midpoint of a range) of the offering price) and delivery by the Company of notice to the Pre-emptive Stockholders of such Board approval and related information, the Pre-emptive Stockholders shall elect within three (3) Business Days of delivery of such notice to purchase up to their Pre-emptive Portion of such Public Offering based upon the terms approved by the Board by delivery of a written notice back to the Company within such three (3) Business Day period. The Pre-emptive Stockholders may revoke such election to purchase if (i) the non-pricing terms of any agreements proposed to be entered into by the Pre-emptive Stockholders in connection with the underwritten Public Offering are not commercially reasonable or would adversely affect the liquidity of the Shares beneficially owned by the Pre-emptive Stockholders or (ii) the pricing of such New Securities offered by the underwriters in connection with such underwritten Public Offering is less than 95% of, or greater than 105% of, the estimated price previously approved by the Board (in which event the Pre-emptive Stockholders may elect to reduce or eliminate their purchase of New Securities entirely in connection with the underwritten Public Offering).
Underwritten Public Offering. If a Demand Registration is in the form of an underwritten offering, the Stockholder shall select the underwriter for such offering subject to the approval of the Company (which approval shall not be unreasonably withheld), and the Company shall enter into an underwriting agreement with such underwriter containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Company shall not cause the registration under the Securities Act of any other shares of its Common Stock to become effective (other than registration of an employee stock plan, or registration in connection with any Rule 145 or similar transaction) during the effectiveness of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, such registration would adversely affect the offering of the Registrable Securities subject to the Demand Registration.
Underwritten Public Offering. In the case of a registration pursuant to this Section 3 that is proposed to be underwritten, the Company shall enter into an underwriting agreement with an investment banking firm or firms containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Company shall not cause the registration under the Securities Act of any other shares of its Common Stock to become effective (other than registration of an employee benefit plan, or registration in connection with any Rule 145 or similar transaction) during the period beginning seven days prior to and ending 90 days after the effectiveness of such registration, unless the underwriter or underwriters otherwise agree. Any registration pursuant to this Section 3 that is proposed to be underwritten shall be underwritten by an underwriter of nationally-recognized standing.
Underwritten Public Offering. 4 3.3 Limitations........................................... 5 Section 4 Form S-3 Registration 5 4.1 Registrations on Form S-3............................. 5 4.2 Limitations........................................... 6 Section 5 Obligations of Company 6 Section 6 Expenses of Registration 7 Section 7 Indemnification 8 7.1 The Company........................................... 8 7.2 Holders............................................... 8 7.3
Underwritten Public Offering. If requested in the Registration ---------------------------- Request, and provided that the underwriter or underwriters are reasonably satisfactory to the Company, the Company (together with all officers, directors and other third parties proposing to distribute their securities through such underwriting pursuant to Section 3.3 hereof) shall enter into an underwriting agreement with an investment banking firm or firms containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions. The Company shall not cause the registration under the Securities Act of any other shares of its Common Stock to become effective (other than registration of an employee stock plan, or registration in connection with any Rule 145 or similar transaction) during the effectiveness of a registration requested hereunder for an underwritten public offering if, in the judgment of the underwriter or underwriters, marketing factors would adversely affect the price of the Registrable Securities subject to such underwritten registration.
