Underwritten Public Offerings. If The Company elects to register its securities by or through an underwriter, the Lender may elect to sell its Conversion Shares on the same terms and conditions as apply to other selling shareholders or may elect not to have its Conversion Shares included in such registration. The Company shall pay all expenses in connection with the registration of Lenders Conversion Shares pursuant to the Piggyback Registration Rights.
Underwritten Public Offerings. If a registration pursuant to this Section 3 involves an underwritten public offering, each Holder who has requested that any of its Registrable Securities be included in such registration must sell such Registrable Securities to the underwriters on the same terms (appropriately adjusted for differences between Preferred Limited Shares and ADSs (or other American Depositary Shares)) and conditions as apply to the Company or such other Person initiating the registration, with such differences, in the case of any primary registration, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings.
Underwritten Public Offerings. (a) Following the expiration of the Lock-Up Period and for so long as CPPIB retains the right to designate at least one Director pursuant to Section 2 of this Agreement, the Holders shall have the right to require the Company to conduct one (1) underwritten public offering of all or a portion of the Holders’ Registrable Securities in accordance with this Section 4 (an “Underwritten Offering”); provided, however, that in no event shall the Company be required to conduct an Underwritten Offering for less than a minimum of $10 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities held by the Holders requesting the Underwritten Offering (the “Requesting Holders”) by the average of the closing price on the NYSE for the Common Stock for the ten trading days preceding the date of such notice). In addition, if at any time and for so long as the Holders beneficially own (as determined in accordance with Rule 13d-3 under the Exchange Act, but excluding for this purpose any attribution of ownership of securities held by persons who are not affiliates of CPPIB)), in the aggregate, over 15.0% of the issued and outstanding shares of Common Stock of the Company, the Holders shall be entitled to require the Company to conduct one (1) additional Underwritten Offering pursuant to the terms of this Agreement; provided, however, that the Company shall not be required to effect more than two (2) Underwritten Offerings pursuant to this Section 4; and provided, further, that the Company shall not be required to effect more than one (1) Underwritten Offering in any twelve (12) month period.
(b) Upon the request of the Requesting Holders (which request shall specify the Registrable Securities intended to be included in such Underwritten Offering), the Company will use its reasonable best efforts to effect such Underwritten Offering in accordance with the procedures set forth in Section 11 below; provided, however, that the Company shall have the right to defer such Underwritten Offering in accordance with Section 12 below.
(c) In addition, the Requesting Holders shall give notice to the Company of the managing underwriters for such proposed Underwritten Offering, such managing underwriters to be subject to the approval of the Company, not to be unreasonably withheld.
(d) If an Underwritten Offering pursuant to this Section 4 is commenced, but not completed for any reason (other than as a result of the Requesting Holders...
Underwritten Public Offerings. In the event that any registration pursuant to this Section 8 shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities by the Company therein. In connection with any underwritten public offering of the Company’s securities, the Purchaser agrees to enter into a lockup agreement in a form and on terms reasonably acceptable to the Company that may restrict the resale of the Securities for a period of 180 days or more, in accordance with the recommendations of such underwriter.
Underwritten Public Offerings. In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted as an Underwritten Public Offering, except with respect to any shares to be sold by a Holder in such Underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any Registrable Securities or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities, as the underwriter(s) shall request; provided, however, that no Holder shall be required to enter into a lock-up agreement covering a period of greater than ninety (90) days after the date of the final Prospectus relating to such offering.
Underwritten Public Offerings. In the event the Company at any time during the Commitment Period undertakes an underwritten public offering of its Common Stock, the Company shall promptly notify the Investor in writing of such transaction, and this Agreement shall be suspended for a period of time prior to the filing with the SEC of a registration statement relating to the public offer and sale of Common Stock as reasonably specified in such notification, and for such subsequent period of time following the filing of the registration statement as required by any underwriter (provided that the Company, its officers and directors and its significant shareholders shall be suspended from engaging in transactions involving the Common Stock for at least the same period) or as required by any applicable securities law; provided, however, that clause (z) of the definition of "Commitment Period" shall be extended for a period of time equal to one and one-half times the number of days, if any, that this Agreement is suspended as provided by this Section 8.1.
Underwritten Public Offerings. (a) If any registration and/or qualification pursuant to this Article 5 is, in whole or in part, an underwritten public offering of Common Shares, the Corporation will so advise the Holders of Registrable Securities as part of the Piggyback Notice given pursuant to Section 5.1. In such event, the right of any such Holder to include its Registrable Securities in the Registration Statement or Canadian Prospectus pursuant to this Article 5 is conditional upon such Holder’s participation in such underwriting. All Holders of Registrable Securities proposing to distribute their Registrable Securities through such underwriting will (together with the Corporation and any officers, directors or other security holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Corporation.
(b) The number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter advises the Holders that such inclusion would adversely affect the number, marketing or price of the securities to be sold by the Corporation in such underwriting. However, Registrable Securities requested to be registered or qualified under this Article 5 may only be excluded from such underwriting, registration and/or qualification if all securities held by holders (for certainty, excluding securities to be offered for sale by the Corporation) other than the Holders of Registrable Securities are first excluded and in no event, other than in respect of the Corporation’s Initial Public Offering, will the number of Registrable Securities to be included in such underwriting be reduced below 30% of the aggregate number of securities included in the Registration Statements or the Canadian Prospectus. In any case where the number of Registrable Securities requested to be included in such underwriting is reduced in accordance with the foregoing, the number of Registrable Securities permitted to be included in the underwriting is to be allocated to the Requesting Holders on a pro rata basis based on the number of Registrable Securities requested by the Requesting Holders to be included in such underwriting.
(c) If a Holder decides not to include all of its Registrable Securities in any Registration Statement or Canadian Prospectus filed under this Article 5, such Holder continues to have the right to include its Registrable Securit...
Underwritten Public Offerings. The Company will not permit the Permitted Holders to sell their shares in an underwritten primary or secondary public offering of shares of capital stock of the Company or Bare Escentuals Beauty, Inc. without the Purchasers’ prior written consent.
Underwritten Public Offerings. In the event that registrable Piggyback Shares are requested to be included in any registration initiated pursuant to Section 8.15(b) that contemplates an underwritten public offering:
(i) Celerity shall advise the Somerset Shareholders as a part of the written notice given pursuant to Section 8.15(b)(i) that the registration is for a registered public offering involving an underwriting. In such event, the right of the Somerset Shareholders to registration pursuant to this Section 8.15 shall be conditioned upon its participation in such underwriting and the inclusion of the registrable Piggyback Shares in the underwriting to the extent provided herein. The Somerset Shareholders shall (together with Celerity and the other holders (if any) distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Celerity. If the Somerset Shareholders disapprove of the terms of any such underwriting, they may elect to withdraw therefrom by written notice to Celerity and the underwriter. Any registrable Piggyback Shares excluded or withdrawn from such underwriting shall be withdrawn from such registration.
(ii) If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the registrable Piggyback Shares covered by such request for registration, together with the number or amount of securities that were intended to be offered by Celerity or other security holders who hold registration rights, would interfere with the successful marketing of such securities, then, such managing underwriter may limit the number or amount of securities to be included in the registration such that (A) Celerity shall include in such registration the securities it intended to offer and (B) with respect to any additional securities which may be included in such registration (after inclusion of the securities referred to in clause (A)), all Security Holders shall participate in the underwritten public offering pro rata based upon the ratio of the number of shares requested to be registered by each such Security Holder to the total number of shares requested to be registered by all such Security Holders.
Underwritten Public Offerings. In the event that any registration pursuant to this Section 8 shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Securities to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities by the Company therein.
