Examples of UTTC Common Stock in a sentence
Notwithstanding any other provision of Section 3.1 or this Section 3.2, in the event that the managing underwriter determines that marketing factors require a limitation on the number of shares of UTTC Common Stock to be sold, then UTTC will be required to include in such offering only that number of shares of UTTC Common Stock which it is so advised should be included in such offering.
If market conditions force UTTC to limit the number of shares of UTTC Common Stock to be sold, UTTC shall so advise Rosensaft of the number of UTTC Shares that may be included in the offering and underwriting at the time of the filing of the registration statement.
The UTTC Common Stock proposed by UTTC to be sold shall have the first priority and all other shares of UTTC Common Stock, including the UTTC Shares and any other shares of UTTC Common Stock in which registration rights have been requested (the "Selling Shareholders' Shares"), shall be given a second priority without preference among the relevant holders.
UTTC shall include in such registration statement (and any related qualification under blue sky laws or other compliance required under the Securities Act) all UTTC Shares requested by Rosensaft to be included therein; provided, however, that UTTC may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all the other shares of UTTC Common Stock originally proposed to be registered.
If UTTC proposes at any time following the date hereof to register any shares of the UTTC Common Stock in an initial public offering registered under the Securities Act through an underwriter or underwriters, UTTC shall promptly give written notice to Rosensaft of its intention to register the UTTC Common Stock.
No person may participate in any offering hereunder unless such person (x) agrees to sell such person's UTTC Common Stock on the basis provided in any underwriting arrangements approved by UTTC and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
In agreeing to distribute the UTTC Shares through such underwriting, Rosensaft shall (together with UTTC and the other holders distributing their UTTC Common Stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by UTTC.
Rosensaft shall have the right to include any or all of the UTTC Shares in any underwriting of UTTC Common Stock, provided, however, that such right shall be conditioned upon Rosensaft's requesting inclusion of such UTTC Shares in the underwriting and that the subsequent inclusion of such UTTC Shares in the underwriting shall be on the terms and conditions provided herein.
In order to implement the foregoing, UTTC will reserve for issuance such number of shares of UTTC Common Stock as may be required to fulfill the obligations of UTTC provided in Sections 2 and 3.
Additionally, at any time prior to receiving UTTC's written notice, Rosensaft shall have the right to provide UTTC with a written request specifying the total number of shares of UTTC Shares to be registered in connection with any future public offering of UTTC Common Stock, without regard to whether UTTC is contemplating at that time any proposal to register any shares of UTTC Common Stock in any public offering.