Block Trade. If the Company shall receive a request from the holders of Registrable Securities with an estimated market value of at least $10,000,000 that such holders wish to effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as possible, use commercially reasonable efforts to facilitate the offering of such Registrable Securities for which such requesting holder has requested in such Block Trade, and in any event, within 72 hours of receipt of such request.
Block Trade. 2.10.1 Notwithstanding the forgoing, at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then such Demanding Holder shall use commercially reasonable efforts to notify the Company of the Block Trade in advance and prior to the day such offering is to commence and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Block Trade; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade shall use commercially reasonable efforts to work with the Company and any Underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade.
Block Trade. If the Company shall receive a request from the Holders of Registrable Securities with an estimated market value of at least $15,000,000 that such holders wish to effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as practicable, use commercially reasonable efforts to facilitate the offering of such Registrable Securities for which such requesting holder has requested in such Block Trade, and in any event, within 72 hours of receipt of such request. A Holder of Registrable Securities in the aggregate may demand no more than two Block Trades pursuant to this Section 2.1.6 in any 12-month period. For the avoidance of doubt, any Block Trade effected pursuant to this Section 2.1.6 shall not be counted as a demand for an Underwritten Takedown pursuant to Section 2.1.5.
Block Trade. If the Company shall receive during the term hereof a request from the holders of Registrable Securities with an estimated market value of at least $5.0 million that the Company effect the sale of all or any portion of the Registrable Securities in a Block Trade, then the Company shall, as expeditiously as possible, effectuate the offering in such Block Trade of the Registrable Securities for which such requesting holder has requested such offering under Section 2.1.9. Notwithstanding anything herein to the contrary, a Block Trade shall not be counted as an Underwritten Takedown effected pursuant to Section 2.1.5(c).
Block Trade. (a) To the extent that a Shelf Registration Statement is effective, RemainCo shall have the right to request that SpinCo file a prospectus supplement in connection with an Approved Block Trade, and the filing of such prospectus supplement shall not count as a Demand Registration.
Block Trade. Buyer shall cooperate in good faith with Seller to retain a mutually acceptable investment bank or broker to facilitate a block trade of all of the Block Trade Shares in an orderly fashion (the “Block Trade”) as soon as reasonably practicable following the effective date of the registration of the Block Trade Shares in accordance with the Registration Rights Agreement, but in no event later than thirty (30) days after such effective date. The Block Trade shall be conducted pursuant to terms and conditions mutually acceptable to Buyer and Seller so as to minimize the price pressure on the Buyer Common Stock; provided, however, neither Buyer nor Seller shall unreasonably withhold their acceptance of such terms and conditions. Seller will pay all brokerage fees, investment banking fees and other fees, commissions and expenses of the investment bank or broker in connection with the Block Trade (the “Block Trade Expenses”); provided, however, if the net proceeds to the Seller from the sale of the Block Trade Shares after deducting the Block Trade Expenses (the “Net Block Trade Proceeds”) is less than $1,000,000, then Buyer will pay to Seller in cash, an amount equal to the difference between $1,000,000 and the Net Block Trade Proceeds.
Block Trade. (ii) If a Principal Holder wishes to engage in an underwritten block trade or bought deal off of an S-3 Registration (an “Underwritten Block Trade”), then notwithstanding the time periods set forth in Section 4(a), such Principal Holders will notify the Company of the Underwritten Block Trade not less than five (5) Business Days prior to the day such offering is first anticipated to commence.
Block Trade. (i) If SPAC Sponsor elects in the SPAC Sponsor Exercise Notice to facilitate a Block Trade or if SPAC Sponsor shall facilitate a Block Trade pursuant to Section 3(c)(iv)(1), the relevant Eligible PIPE Investor acknowledges and agrees that SPAC Sponsor shall have up to 150 (one hundred fifty) days following such SPAC Sponsor Exercise Notice or, in the case of Section 3(c)(iv)(1), the relevant Acquisition Option Deadline, to facilitate the execution of transaction agreements relating to one or more Block Trades, including the sale / purchase agreement for such Block Trade(s) between the relevant Eligible PIPE Investor and the Block Trade Purchaser.
Block Trade. Notwithstanding the foregoing, if the Sponsor wishes to engage in an underwritten block trade off of an effective registration statement, the Sponsor may notify the Company of the block trade offering on the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such offering (which may close as early as three (3) Business Days after the date it commences); provided that in the case of such underwritten block trade, only the Sponsor shall have a right to notice of and to participate in such offering.
Block Trade. Until the Registration Rights Termination Date, if any Holder wishes to engage in an underwritten block trade or bought deal off of a Shelf Registration Statement (each, an “Underwritten Block Trade”), such Holder will notify the Company of the Underwritten Block Trade not less than two (2) Business Days prior to the day such offering is first anticipated to commence. The Company will promptly notify each other Holder of such Underwritten Block Trade and such notified Holders (each, a “Potential Participant”) may elect whether or not to participate no later than the next Business Day (i.e. one (1) Business Day prior to the day such offering is to commence), if the initiating Holder initially provides two (2) Business Days’ notice to the Company (unless a longer period is agreed to by the initiating Holder), and the Company will as expeditiously as possible use its reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences). Any Potential Participant’s request to participate in an Underwritten Block Trade shall be binding on the Potential Participant; provided, that each such Potential Participant that elects to participate may condition its participation on the Underwritten Block Trade being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Participant of not less than ninety percent (90%) of the closing price for the shares on their principal trading market on the Business
