Common use of Demand and Piggyback Rights for Shelf Takedowns Clause in Contracts

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Stockholders (other than Centerview) made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such takedown shares held by them that are registered on such shelf. Notwithstanding the foregoing, Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders or LuxCo unless the shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 million.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nielsen Holdings N.V.), Registration Rights Agreement (Nielsen Holdings B.V.)

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Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more LGP Stockholders (other than Centerview) made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such takedown shares Shares held by them that are registered on such shelf. Notwithstanding the foregoing, LGP Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders or LuxCo unless the shares Shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 million50 million or such lesser amount if all Shares held by the demanding LGP Stockholders are requested to be sold.

Appears in 2 contracts

Samples: Stockholders Agreement (JOANN Inc.), Stockholders Agreement (JOANN Inc.)

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Stockholders (other than Centerview) Demand Holder made at any time and from time to time, the Company Parent will facilitate in the manner described in this Agreement a “takedown” of shares Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the CompanyParent), subject to Section 3(b)(v) below, the Management Stockholders and Parties may exercise piggyback rights to have included in such takedown shares Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Stockholders the Demand Holders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company Parent and the Stockholders or LuxCo unless the shares Shares requested to be sold by the demanding Stockholders Demand Holder(s) in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 millionmillion or such lesser amount if all Shares held by the Demand Holder(s) are requested to be sold.

Appears in 2 contracts

Samples: Stockholders Agreement (Life Time Group Holdings, Inc.), Stockholders Agreement (Life Time Group Holdings, Inc.)

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more LGP Stockholders (other than Centerview) made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such takedown shares Shares held by them that are registered on such shelf. Notwithstanding the foregoing, LGP Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders or LuxCo unless the shares Shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 millionmillion or such lesser amount if all Shares held by the demanding LGP Stockholders are requested to be sold.

Appears in 2 contracts

Samples: Stockholders Agreement (Mister Car Wash, Inc.), Stockholders Agreement (Mister Car Wash, Inc.)

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Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Stockholders (other than Centerview) of TCP or PXXX made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares Registrable Securities off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders Holders may exercise piggyback rights to have included in such takedown shares Registrable Securities held by them that are registered on such shelf. Notwithstanding the foregoing, Stockholders Holders may not demand a shelf takedown for an offering that will result in the imposition of a lockup lock-up on the Company and the Stockholders or LuxCo Holders unless the shares Registrable Securities requested to be sold by the demanding Stockholders Holders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 50.0 million.

Appears in 1 contract

Samples: Registration Rights Agreement (Priority Technology Holdings, Inc.)

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Xxxxxxx Stockholders (other than Centerview) made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of shares Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Stockholders may exercise piggyback rights to have included in such takedown shares Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Xxxxxxx Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders or LuxCo (i) within 90 days after the pricing date of a previous underwritten registered offering and (ii) unless the shares Shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 million50 million or such lesser amount if all Shares held by the demanding Xxxxxxx Stockholders are requested to be sold.

Appears in 1 contract

Samples: Registration Rights Agreement (Steinway Musical Instruments Holdings, Inc.)

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