Common use of Underwritten Shelf Take-Downs Clause in Contracts

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Holder that is a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

Appears in 4 contracts

Samples: Registration Rights Agreement (Southwest Gas Holdings, Inc.), Registration Rights Agreement (Centuri Holdings, Inc.), Registration Rights Agreement (Flex Ltd.)

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Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Holder that is a Shelf the Majority Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon promptly as reasonably practicable. Such initiating Shelf The Majority Holder shall indicate in such Underwritten Shelf Take-Down Notice the number or amount of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

Appears in 1 contract

Samples: Registration Rights Agreement (QXO, Inc.)

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Holder that is a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement or a new Shelf Registration Statement for such purpose as soon as practicablepracticable and, in any event, within 30 days of such request. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road showroadshow” (including an “electronic road showroadshow”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

Appears in 1 contract

Samples: Registration Rights Agreement (Seadrill LTD)

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Holder that is a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road showroadshow” (including an “electronic road showroadshow”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

Appears in 1 contract

Samples: Registration Rights Agreement (Oasis Petroleum Inc.)

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Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Holder that is a Shelf Holder so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement (including the filing of a Prospectus supplement with respect to such Underwritten Shelf Take-Down) for such purpose as soon as practicable. Such initiating Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road showroadshow” (including an “electronic road showroadshow”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”).

Appears in 1 contract

Samples: Registration Rights Agreement (Hertz Corp)

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