Common use of Underwritten Registered Resales Clause in Contracts

Underwritten Registered Resales. Any offering under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request of Holders of Registrable Securities under such registration statement that hold in the aggregate at least ten percent 10% of the Registrable Securities originally issued in the Formation Transactions (provided, that the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and shall have a Market Value of at least $10,000,000 on the date of such request; provided, further, that the Company shall not be obligated to effect more than three (3) underwritten offerings under this Section 2.4(c); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) within 120 days following the last date on which an underwritten offering was effected pursuant to this Section 2.4(c) or Section 2.1(a) or during any lock-up period required by the Underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. Any request for an underwritten offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement.

Underwritten Registered Resales. Any offering under If a Resale Shelf Holder or Holders submit a Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request Notice requesting registration of Holders a number of Registrable Securities under such registration statement that hold in the aggregate equal to at least ten percent (10% %) of the Registrable Securities Private Placement Shares originally issued in the Formation Transactions (providedan “Underwritten Offering Notice”), that then such Holder(s) shall be entitled to effect the sale of such Registrable Securities requested to be registered in such through an underwritten public offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and shall have a Market Value of at least $10,000,000 on the date of such requestan “Underwritten Offering”); provided, furtherhowever, that the Company shall not be obligated to effect more than three (3) underwritten offerings Underwritten Offerings under this Section 2.4(c2.1(d); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (i) within 120 one hundred eighty (180) days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c) or Section 2.1(a2.1(d) or during any lock-up period required by the Underwriters underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. Any request for an underwritten offering hereunder shall be made Company with respect to which the Company in accordance with the gave notice provisions of this Agreement.pursuant to

Underwritten Registered Resales. Any offering under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request of Holders of Registrable Securities under such registration statement that hold in the aggregate at least ten percent 10% of the Registrable Securities originally issued in the Formation Transactions (provided, that the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Farallon Holders and shall have a Market Value of at least $10,000,000 on the date of such request; provided, further, that the Company shall not be obligated to effect more than three (3) underwritten offerings under this Section 2.4(c) and Section 2.1(a), taken together; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) within 120 days following the last date on which an underwritten offering was effected pursuant to this Section 2.4(c) or Section 2.1(a) or during any lock-up period required by the Underwriters underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. Any request for an underwritten offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement.

Underwritten Registered Resales. Any offering under If (i) at any time after the date that is 180 days after the IPO Closing Date a Resale Shelf Holder or Holders deliver to the Company a Demand Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request Notice requesting registration of Holders a number of Registrable Securities under such registration statement that hold equal to at least twenty percent (20%) of the Private Placement Shares originally issued in the aggregate Consolidation Transactions or (ii) at any time after the date that is 365 days after the IPO Closing Date a Holder or Holders deliver to the Company a Demand Registration Notice requesting registration of a number of Registrable Securities equal to at least ten percent (10% %) of the Registrable Securities Private Placement Shares originally issued in the Formation Consolidation Transactions (providedan “Underwritten Offering Notice”), that then such Holder(s) shall be entitled to effect the sale of such Registrable Securities requested to be registered in such through an underwritten public offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and shall have a Market Value of at least $10,000,000 on the date of such requestan “Underwritten Offering”); provided, furtherhowever, that the Company shall not be obligated to effect more than three (3) underwritten offerings Underwritten Offerings under this Section 2.4(c2.1(d); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (i) within 120 one hundred eighty (180) days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c) or Section 2.1(a2.1(d) or during any lock-up period required by the Underwriters underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholdersshareholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety sixty (9060) days after the effective date of, a registration statement with respect to an offering by the CompanyCompany with respect to which the Company gave notice pursuant to Section 2.2(a). Any request Upon receipt of a valid Underwritten Offering Notice for an underwritten offering hereunder shall be made to the Company Underwritten Offering in accordance with the notice provisions terms of this AgreementSection 2.1(d), the Company shall give written notice of the proposed Underwritten Offering to all other Holders as soon as practicable, and each Holder who wishes to participate in such Underwritten Offering shall notify the Company in writing within ten (10) Business Days after the receipt by the Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the Underwritten Offering. The Company shall be entitled to select the managing underwriters for any such Underwritten Offering. The Company shall cooperate with the Holder(s) and such managing underwriters in connection with any such offering, including without limitation entering into such customary agreements (including underwriting and lock-up agreements in customary form) and taking all such other customary actions as the Holders or the managing underwriters of such Underwritten Offering reasonably request in order to expedite or facilitate the disposition of the Registrable Securities subject to such Underwritten Offering (including, without limitation, making members of senior management of the Company available to participate in “road show” and other customary marketing activities), making available customary financial and other records, pertinent corporate documents and properties of the Company for review by the underwriters and their counsel and causing to be delivered to the underwriters opinions of counsel to the Company and comfort letters from the Company’s accountants in customary form, covering such matters as are customarily covered in an underwritten public offering, as the managing underwriters may request and addressed to the underwriters. If, upon receipt of an Underwritten Offering Notice, the Company determines to offer Common Shares or other equity securities for its own account, it shall be entitled to register the sale of Common Shares or other equity securities in such Underwritten Offering and to otherwise participate in such Underwritten Offering on the same terms as the Holder(s); provided, however, that if the managing underwriter(s) for an Underwritten Offering advises the Company and the Holders of Registrable Securities that in their opinion the dollar amount or number of Common Shares or other securities that the Company desires to sell, taken together with Common Shares as to which registration has been requested under this Section 2.1(d), exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration statement: (i) Registrable Securities with respect to which registration has been requested pursuant to an Underwritten Offering Notice (pro rata in accordance with the number of Registrable Securities that such Holder or Holders have requested be included in such Underwritten Offering) in a dollar amount or maximum number of securities, as applicable, equal to seventy-five (75)% of the Maximum Threshold and (ii) Common Shares or other securities that the Company desires to sell for its own account in a dollar amount or maximum number of securities, as applicable, equal to twenty-five (25)% of the Maximum Threshold.

Underwritten Registered Resales. Any offering by a 1% Holder under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request of Holders of Registrable Securities under such registration statement that hold in 1% Holder (such holder the aggregate at least ten percent 10% of the Registrable Securities originally issued in the Formation Transactions (“Requesting Holder”), provided, that that: (i) the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and Underwritten Offering shall have a Market Value of at least $10,000,000 150,000,000 on the date of such request, except that the fourth Underwritten Offering requested by the Helmsley Trust under this Section 2.1(c) shall have a Market Value of at least $100,000,000 on the date of such request; provided, further, that (ii) the Company shall not be obligated to effect more than three two (32) underwritten offerings Underwritten Offerings during any 12-month period following the Resale Shelf Effective Date; (iii) no 1% Holder shall have the ability to effect more than four (4) Underwritten Offerings under this Section 2.4(c2.1(c); and provided, further, that (iv) the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (ia) within 120 90 days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c2.1(c) or Section 2.1(a2.2(a); or (b) or during any lock-up period required by the Underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. Any request for an underwritten offering Underwritten Offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreementset forth in Section 8(f) hereto.

Underwritten Registered Resales. Any offering under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at Upon the written request of a Holder or Holders of a number of Registrable Securities under such registration statement that hold in the aggregate equal to at least ten five percent 10% (5%) of the issued and outstanding shares of Common Stock as of the Closing (an “Underwritten Offering Notice”), then such Holder(s) shall be entitled to effect the sale of such Registrable Securities originally issued in the Formation Transactions through an underwritten public offering (provided, that the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and shall have a Market Value of at least $10,000,000 on the date of such requestan “Underwritten Offering”); provided, furtherhowever, that the Company shall not be obligated to effect more than three (3) underwritten offerings Underwritten Offerings under this Section 2.4(c2.1(d); provided, further, that in the event the number of Registrable Securities included in the Underwritten Offering shall have been cutback at the request of the managing underwriter(s) by 25% or more from the number of Registrable Securities requested in the Underwritten Offering Notice by the applicable Holder(s), then such Underwritten Offering shall not count towards the three Underwritten Offerings permitted under this Section 2.1(d); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (i) within 120 one hundred eighty (180) days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c) or Section 2.1(a2.1(d) or during any lock-up period required by the Underwriters underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of a registration statement with respect to an offering by the Company with respect to which the Company gave notice pursuant to Section 2.2(a) (provided the Company is actively employed engaged in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a of such registration statement with respect to an offering by the Companystatement. Any request for an underwritten offering Underwritten Offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement.. Upon receipt of

Underwritten Registered Resales. Any offering by a 1% Holder under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at the written request of Holders of Registrable Securities under such registration statement that hold in 1% Holder (such holder the aggregate at least ten percent 10% of the Registrable Securities originally issued in the Formation Transactions ("Requesting Holder"), provided, that that: (i) the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and Underwritten Offering shall have a Market Value of at least $10,000,000 150,000,000 on the date of such request, except that the fourth Underwritten Offering requested by the Helmsley Trust under this Section 2.1(c) shall have a Market Value of at least $100,000,000 on the date of such request; provided, further, that (ii) the Company shall not be obligated to effect more than three two (32) underwritten offerings Underwritten Offerings during any 12‑month period following the Resale Shelf Effective Date; (iii) no 1% Holder shall have the ability to effect more than four (4) Underwritten Offerings under this Section 2.4(c2.1(c); and provided, further, that (iv) the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (ia) within 120 90 days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c2.1(c) or Section 2.1(a2.2(a); or (b) or during any lock-up period required by the Underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of (provided the Company is actively employed in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. Any request for an underwritten offering Underwritten Offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreementset forth in Section 8(f) hereto.

Underwritten Registered Resales. Any offering under a Resale Shelf Registration Statement or by Holders under an Issuer Shelf Registration Statement shall be underwritten at Upon the written request of a Holder or Holders of a number of Registrable Securities under such registration statement that hold in the aggregate equal to at least ten five percent 10% (5%) of the issued and outstanding shares of Common Stock as of the Closing (an “Underwritten Offering Notice”), then such Holder(s) shall be entitled to effect the sale of such Registrable Securities originally issued in the Formation Transactions through an underwritten public offering (provided, that the Registrable Securities requested to be registered in such underwritten offering shall either (i) have a Market Value of at least $25,000,000 on the date of such request or (ii) shall represent all remaining Registrable Securities held by all Rady Holders and shall have a Market Value of at least $10,000,000 on the date of such requestan “Underwritten Offering”); provided, furtherhowever, that the Company shall not be obligated to effect more than three (3) underwritten offerings Underwritten Offerings under this Section 2.4(c2.1(d); provided, further, that in the event the number of Registrable Securities included in the Underwritten Offering shall have been cutback at the request of the managing underwriter(s) by 25% or more from the number of Registrable Securities requested in the Underwritten Offering Notice by the applicable Holder(s), then such Underwritten Offering shall not count towards the three Underwritten Offerings permitted under this Section 2.1(d); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering Underwritten Offering (i) within 120 one hundred eighty (180) days following the last date on which an underwritten offering Underwritten Offering was effected pursuant to this Section 2.4(c) or Section 2.1(a2.1(d) or during any lock-up period required by the Underwriters underwriters in any prior underwritten offering Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (ii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of a registration statement with respect to an offering by the Company with respect to which the Company gave notice pursuant to Section 2.2(a) (provided the Company is actively employed engaged in good faith commercially reasonable efforts to file such registration statement), and ending on a date ninety (90) days after the effective date of, a of such registration statement with respect to an offering by the Companystatement. Any request for an underwritten offering Underwritten Offering hereunder shall be made to the Company in accordance with the notice provisions of this Agreement. Upon receipt of a valid Underwritten Offering Notice for an Underwritten Offering in accordance with the terms of this Section 2.1(d), the Company shall give written notice of the proposed Underwritten Offering to all other Holders as soon as practicable, and each Holder who wishes to participate in such Underwritten Offering shall notify the Company in writing within ten (10) Business Days after the receipt by such Holder of the notice from the Company, and shall specify in such notice the number of Registrable Securities to be included in the Underwritten Offering. The Holders holding a majority of the Registrable Securities to be included in an Underwritten Offering shall be entitled to select the managing underwriters for any such Underwritten Offering, subject to the approval of the Company, such approval not to be unreasonably withheld. The Company shall cooperate with the Holder(s) and such managing underwriters in connection with any such offering, including entering into such customary agreements (including underwriting and lock-up agreements in customary form) and taking all such other customary actions as the Holders or the managing underwriters of such Underwritten Offering reasonably request in order to expedite or facilitate the disposition of the Registrable Securities subject to such Underwritten Offering, including the obligations described in Section 2.5.