CERTAIN OFFERINGS. If any offering pursuant to a Registration Statement pursuant to Section 2(a) hereof involves an underwritten offering, Investors who hold a majority in interest of the Registrable Securities subject to such underwritten offering shall have the right to select one legal counsel and an investment banker or bankers and manager or managers to administer the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company. The Investors who hold the Registrable Securities to be included in such underwriting shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(b) (other than fees and expenses relating to registration of Registrable Securities under federal or state securities laws, which are payable by the Company pursuant to Section 5 hereof) with respect to their Registrable Securities and the fees and expenses of such legal counsel so selected by the Investors.
CERTAIN OFFERINGS. If any offering pursuant to a Registration Statement pursuant to Section 2(d) hereof involves an underwritten offering, Investors who hold a majority in interest of the Registrable Securities subject to such underwritten offering shall have the right to select one legal counsel. The Investors who hold the Registrable Securities to be included in such underwriting shall pay all underwriting discounts and commissions and other fees and expenses of any investment banker or bankers and manager or managers (other than fees and expenses relating to registration of Registrable Securities under federal or state securities laws, which are payable by the Company pursuant to Section 5 hereof) with respect to their Registrable Securities and the fees and expenses of such legal counsel so selected by the Investors.
CERTAIN OFFERINGS. During the Standstill Period, if the Company proposes to issue additional shares of Common Stock or any Common Stock Equivalents (collectively, the “Offered Securities”) in a (a) broadly marketed, underwritten, public offering of Offered Securities registered under the Securities Act other than a Permitted Issuance (a “Public Offering”), or (b) private placement or registered offering other than a Public Offering or Permitted Issuance (a “Private Placement”), the Company shall use commercially reasonable efforts to provide the Standstill Parties the opportunity to purchase up to a number of Offered Securities equal to the Offering Cap on the same terms as the other investors in such offering; provided, however, that the foregoing shall not apply to a Private Placement the success of which could reasonably be expected to be jeopardized by allowing such Standstill Parties to participate as determined in good faith by the Board of Directors. In the event the Standstill Parties are not offered the opportunity to participate in a Private Placement pursuant to the preceding sentence, the Company shall use commercially reasonable efforts to give the Standstill Parties an opportunity to purchase the same number of Offered Securities on substantially the same terms that the Standstill Parties would have had the opportunity to purchase in the original Private Placement concurrently with or promptly following the closing of such original Private Placement. Notwithstanding anything else in this Section 2.2 to the contrary, in no event shall Investor’s rights hereunder cause the Company, based on the reasonable advice of counsel, to violate Rule 5635 of the Nasdaq Listing Rules or applicable law without obtaining stockholder approval for such transactions or otherwise cause the Company to seek stockholder approval of such transactions thereunder. Any Controlled Affiliates of the Investor that acquire Offered Securities pursuant to this Section 2.2 shall, as a condition to acquiring such Offered Securities, agree in writing to be subject to and bound by all restrictions and obligations set forth in this Agreement as though it were the Investor hereunder.
CERTAIN OFFERINGS. If any offering pursuant to a Registration Statement pursuant to Section 2(a) hereof involves an underwritten offering, the Investors shall have the right to select an investment banker or bankers and manager or managers to administer the offering and one legal counsel for the Investors, which investment banker or bankers or manager or managers and legal counsel shall be reasonably satisfactory to the Investors who hold a majority in interest of the Registrable Securities subject to such underwritten offering and to the Company. The Investors who hold the Registrable Securities to be included in such underwriting shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(b) (other than fees and expenses relating to registration of Registrable Securities under federal or state securities laws, which are payable by the Company pursuant to Section 5 hereof) with respect to their Registrable Securities and the fees and expenses of such legal counsel so selected by the Investors.
CERTAIN OFFERINGS. At any time prior to termination of the restrictions set forth in both Section 6.1 (unless such restrictions terminate pursuant to Section 6.3(a)(ii) or Section 6.3(a)(iii), in which case such rights shall continue until Section 6.1 would otherwise have been terminated) and Section 6.2 (unless such restrictions terminate pursuant to Section 6.3(b)(ii), Section 6.3(b)(iii) or Section 6.3(b)(iv) , in which case such rights shall continue until Section 6.2 would otherwise have been terminated) if the Company proposes to issue additional shares of Common Stock or any other Company Securities (collectively, the “Offered Securities”) in a (a) broadly marketed, underwritten, public offering of Offered Securities registered under the Securities Act other than a Permitted Issuance, or (b) private placement or registered offering other than a public offering described in clause (a) or a Permitted Issuance, the Company shall use its best efforts to provide the Investor the opportunity to purchase the Offered Securities (up to an amount of Offered Securities that results in beneficial ownership by the Investor and its Affiliates of the same percentage of the issued and outstanding shares of Common Stock (on a fully diluted basis) immediately after giving effect to such purchase that the Investor owned prior to such offering) on the same terms as the other investors in such offering.
CERTAIN OFFERINGS. If any offering pursuant to the Registration Statement filed in accordance with Section 2(a) hereof involves an underwritten offering, Interwest shall have the right to select an investment banker or bankers and manager or managers to administer the offering, which investment banker or bankers or manager or managers shall be reasonably satisfactory to the Company; it being understood that approval of such investment banker or bankers or manager or managers shall not be unreasonably withheld or delayed by the Company. Interwest shall pay all underwriting discounts and commissions and other fees and expenses of such investment banker or bankers and manager or managers so selected in accordance with this Section 2(b) (other than fees and expenses relating to registration of Registrable Securities under federal or state securities laws, which are payable by the Company pursuant to Section 5 hereof) with respect to their Registrable Securities and the fees and expenses of Interwest's legal counsel.
CERTAIN OFFERINGS. If Holdings shall issue to any Person any shares of Common Stock, or any rights, options or warrants entitling such Person to subscribe for or purchase shares of Common Stock (or securities convertible or exchangeable into Common Stock), at a price per share of Common Stock (or having a conversion or exchange price per share of Common Stock, if a security convertible or exchangeable into Common Stock) less than the Fair Market Value per share of Common Stock on the record date for such issuance (or the date of such issuance, if there is no record date, the Exercise Price to be in effect on and after such record date (or issuance date, as the case may be) shall be determined by multiplying the Exercise Price in effect immediately prior to such record date (or issuance date, as the case may be) by a fraction (i) the numerator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of such Common Stock so to be offered (or the aggregate initial exchange or conversion price of the exchangeable or convertible securities so to be offered) would purchase at such Fair Market Value on such record date (or issuance date, as the case may be) and (ii) the denominator of which shall be the number of shares of Common Stock outstanding on such record date (or issuance date, as the case may be) plus the number of additional shares of Common Stock to be offered for subscription or purchase (or into which the convertible securities to be offered are initially exchangeable or convertible). In case such subscription price may be paid in part or in whole in a form other than cash, the fair value of such consideration shall be determined by the Board of Directors of Holdings in good faith as set forth in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. Such adjustments shall be made successively whenever such an issuance occurs; and in the event that such rights, options, warrants or convertible or exchangeable securities are not so issued or expire or cease to be convertible or exchangeable before they are exercised, converted or exchanged (as the case may be), then the Exercise Price shall again be adjusted to the Exercise Price that would then be in effect if such issuance had not occurred, but such subsequent adjustment shall not affect the number of Warran...
CERTAIN OFFERINGS. Without limiting the provisions of Articles I and II, upon request of the Investors and/or Yahoo Korea (such Holder requesting the assistance being the "Electing Holder"), the Company and the Major Stockholders will use their best efforts to assist the Electing Holder and its respective Affiliates in connection with any proposed offer and sale of any shares of Registrable Securities held by the Electing Holder(s) in any jurisdiction, including using their best efforts to list such Registrable Securities on a securities exchange or quotation system to be designated by the Electing Holder (including, without limitation, the New York Stock Exchange and NASDAQ), register such Registrable Securities with the relevant governmental authority, and to facilitate the offer and sale of such Registrable Securities in depositary receipt, exchangeable bond or any other form, whether or not in reliance on any exemption from the registration requirements of the Securities Act. Each of the Company and the Major Stockholders accordingly agrees that it will, upon the request of the Electing Holder, prepare documents required for such listing or registration or an offering document in customary form, and enter into an underwriting or purchase agreement containing customary terms and provisions reasonably acceptable to the Company, in connection with such a proposed offer and sale, and take all such other customary actions (including participation by the Company's management in roadshows and other meetings with investors) as may reasonably be requested to facilitate the offer and sale of the Registrable Securities. The Company shall pay all Registration Expenses and other related expenses, including, without limitation, reasonable legal fees and expenses of participating Holders.
CERTAIN OFFERINGS. 8 Section 5.02. U.S. Registration...........................................8 Section 5.03. Inconsistent Agreements.....................................8
CERTAIN OFFERINGS. (a) Upon request of the Purchaser, the Bank will use its reasonable best efforts to assist the Purchaser and its Affiliates in connection with any proposed offer and sale of any Securities that is not to be registered under the U.S. Securities Act, including any efforts required to list the Bonds in accordance with Section 6.03 and to facilitate the offer and sale of Securities in depositary receipt, exchangeable bond or any other form in reliance on any exemption from the registration requirements of the U.S. Securities Act (including the deposit by the Purchaser of any Transaction Shares in the Bank's GDR facility (or any successor to such facility)). The Bank accordingly agrees that it will, upon the request of the Purchaser, prepare an offering document in customary form, and enter into an underwriting or purchase agreement containing customary terms and provisions reasonably acceptable to the Bank, in connection with such a proposed offer and sale of Securities, and take all such other customary actions (including participation by the Bank's management in roadshows and other meetings with investors) as may reasonably be requested to facilitate the offer and sale of such Securities. The Purchaser shall pay all expenses of offerings made under this Section 5.01, including all underwriting discounts, selling commissions and stock transfer taxes associated with the Securities it so offers and sells, but excluding expenses related to offerings of Securities held by Persons other than the GS Investors.
