Customary Registration Rights definition
Customary Registration Rights has the meaning set forth in Section 7.11(b).
Customary Registration Rights means (A) pro rata participation by the Members in the Initial Public Offering to the extent secondary sales of securities held by the Members are included in such offering, (B) participation by the Members (subject to allocation) in any demand registration for the benefit of the Members following completion of the Initial Public Offering, (C) inclusion of securities for sale in a shelf registration statement for the benefit of the Members to be filed on Form S-3 following completion of the Initial Public Offering and (D) “piggyback” participation rights on any firm commitment underwritten offering by the IPO Issuer following completion of the Initial Public Offering; provided, however, that the registration rights described in (B), (C), and (D) will be contained in a registration rights agreement to be entered into by the Members in conjunction with the Initial Public Offering that will include provisions with respect to participation and allocation of sales rights among the Members for underwritten offerings, cut-back rights in favor of the underwriters and the IPO Issuer, black-out rights in favor of the IPO Issuer, lock-up requirements and indemnification and other such provisions as are typically included in registration rights agreements. Notwithstanding the foregoing, in the case of Oxy, so long as it meets the Threshold Condition, Customary Registration Rights must include (1) if Oxy’s Percentage Interest is the second largest Percentage Interest of all Members, one demand registration right exercisable by Oxy and no less favorable participation and allocation rights and protection from cut-back rights than those received by Members with smaller Percentage Interests and (2) if Oxy’s Percentage Interest is not the second largest Percentage Interest of all Members, no less favorable demand registration rights and participation and allocation rights and protection from cut-back rights than those received by the Member that has the second largest Percentage Interest of all Members.
Customary Registration Rights means (A) pro rata participation by the Members in the Initial Public Offering to the extent secondary sales of securities held by the Members are included in such offering, (B) participation by the Members (subject to allocation) in any demand registration for the benefit of the Members following completion of the Initial Public Offering, (C) inclusion of securities for sale in a shelf registration statement for the benefit of the Members to be filed on Form S-3 following completion of the Initial Public Offering and (D) “piggyback” participation rights on any firm commitment underwritten offering by the IPO Issuer following completion of the Initial Public Offering; provided, however, that the registration rights described in (B), (C), and (D) will be contained in a registration rights agreement to be entered into by the Members in conjunction with the Initial Public Offering that will include provisions with respect to participation and allocation of sales rights among the Members for underwritten offerings, cut-back rights in favor of the underwriters and the IPO Issuer, black-out rights in favor of the IPO Issuer, lock-up requirements and indemnification and other such provisions as are typically included in registration rights agreements. Notwithstanding the foregoing, in the case of Oxy, so long as it meets the
Examples of Customary Registration Rights in a sentence
Notwithstanding the foregoing, in the case of Oxy, so long as (1) Oxy has not disposed of any Membership Interest (other than through a Permitted Transfer) and (2) an Oxy Change in Control has not occurred, Customary Registration Rights must include one demand registration right exercisable by Oxy and no less favorable participation and allocation rights and protection from cut-back rights than those received by Members with smaller Percentage Interests.