Demand Offerings Clause Samples
Demand Offerings. THIS SECTION 3.02 SHALL NOT APPLY TO SMALL ORIGINAL SHAREHOLDERS OR THEIR PERMITTED TRANSFEREES.
(a) If, during the term of this Agreement, the Company shall receive one or more written notices (each a "Request Notice") from one or more Holders, which Request Notices collectively request the Company to facilitate sales pursuant to a Public Offering of Registrable Securities having an aggregate value greater than US$400 million (the "Request Threshold"), based on the average closing price of the ADSs on the NYSE (as converted into Ordinary Shares) for the five NYSE trading days prior to the date of receipt of the last Request Notice which, together with all prior Request Notices, causes the Request Threshold to be crossed (the "Triggering Request Notice"), then the Company shall, as promptly as practicable, use its reasonable commercial efforts to effect a Public Offering, which shall, subject to the provisions of Section 3.04, include a Secondary Public Offering component (each a "Demand Offering").
(b) Within twenty (20) days following receipt of a Triggering Request Notice, the Company shall deliver to each Holder written notice of its intention to effect such Demand Offering, which notice shall: (i) specify the proposed timing of the Demand Offering and the maximum number of Registrable Securities the Company proposes to include in the Secondary Public Offering component of the Demand Offering; and (ii) include a Selling Package to be completed by Holders wishing to sell Registrable Securities in the Demand Offering. Any Holder wishing to include some or all of its Registrable Securities in the Demand Offering must then return a completed Selling Package to the Company within a time period specified in the notice (the "Indication Deadline"). The Company shall then use its reasonable commercial efforts to effect such Demand Offering as promptly as practicable, including permitting the sale of any Registrable Securities requested to be sold by any Holder, subject to the provisions of Section 3.04.
(c) With respect to any Demand Offering, any Request Notices received by the Company after the receipt by the Company of the Triggering Request Notice but prior to the Indication Deadline applicable to such Demand Offering shall count towards the Request Threshold for such Demand Offering and any Request Notices received by the Company after such Indication Deadline shall be counted towards meeting the Request Threshold for any subsequent Demand Offering.
(d) Th...
Demand Offerings. Following the occurrence of an Event of Default, at any time following the date on which the Shelf Registration Statement or the Demand Registration Statement becomes effective, at the request of the Noteholder Representative, the Partnership shall facilitate in the manner described in this Agreement an offering of some or all of the Registrable Securities registered on such Registration Statement, including, if requested by the Noteholder Representative, pursuant to an Underwritten Offering, and the Partnership shall take all such reasonable actions as are requested by the Managing Underwriter(s) in order to expedite or facilitate the offering, including the participation by Partnership management in roadshows related to such offering. There shall be no limit on the number of “takedown” sales from the Shelf Registration Statement or offerings requested by the Noteholder Representative hereunder. However, in no event shall the Partnership be required to facilitate more than four Underwritten Offerings hereunder; provided, however, that in the event that the Managing Underwriter(s) of such offering advise the Partnership and the Noteholder Representative that, in the good faith opinion of the Managing Underwriter(s), the inclusion of all or some of such Registrable Securities would adversely and materially affect the success of the offering, and less than 80% of the Registrable Securities sought to be included in such offering by the Noteholder Representative are included in such consummated offering, then such offering shall not count for purposes of the limitation on the number of Underwritten Offerings.
Demand Offerings. 12 SECTION 3.03
Demand Offerings. The Holders may, on no more than one occasion during every 180 day period and no more than three total occasions, deliver a written notice to the Company (a “Demand Notice”) specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration Statement, not to be less than $10,000,000 offering amount of Registrable Securities, is intended to be conducted through an Underwritten Offering under the Shelf Registration Statement (a “Demand Offering”). If the Company is not eligible to use Form S-3, any Demand Offering shall be made pursuant to a registration statement on Form S-1. Any Demand Notice will specify (a) the Registrable Securities proposed to be offered, (b) the desired launch date for the Demand Offering and (c) the intended method of disposition of the Registrable Securities. No Demand Notice shall be deemed to have occurred for purposes of this Section 2.03 if the Shelf Registration relating thereto (i) is not maintained effective at the time a Demand Notice is delivered or during the period of such Demand Offering, (ii) the Company exercises its delay rights pursuant to Section 2.01(b) during such period or (iii) the offering of the Registrable Securities pursuant to such Shelf Registration is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), such requesting Holder shall be entitled to an additional Demand Notice during the 180-day period referenced in this Section 2.03. No Demand Notice may be delivered within 60 days following the closing of an Underwritten Offering. In the event of a Demand Offering:
Demand Offerings. (a) At any time after six (6) months following the Closing, upon the written request of Workers United, Workers United may provide the Bank with notice of its intent to effect an underwritten public offering of all or part of the shares Class A Common Stock held by one or more of the Workers United Related Parties (a “Demand Offering”), which written request shall specify an investment banking firm of national reputation that has agreed to utilize commercially reasonable efforts to effect an underwritten offering of such Workers United Related Parties’ Class A Common Stock. The Bank shall utilize commercially reasonable efforts to promptly, and in any event not later than thirty (30) days after receipt of such notice to prepare an offering circular for an offering of such Workers United Related Parties’ shares of Class A Common Stock that is compliant with the FDIC’s Statement of Policy Regarding Use of Offering Circulars in Connection with Public Distributions of Bank Securities (the “FDIC Policy Statement”). The Workers United Related Parties shall be limited to one Demand Offering in any 90-day period. A Demand Offering will not count as one of the permitted Demand Offerings if the conditions to closing specified in the underwriting agreement in customary form entered into in connection with the such Demand Offering are not satisfied or waived, except if the failure of such closing conditions to be satisfied is caused by any Workers United Related Party or the investment banking firm selected by Workers United is not able to sell all of the Class A Common Stock requested to be included in such Demand Offering at a per share price acceptable to such Workers United Related Parties due to adverse market conditions. If the underwriter of the requested Demand Offering advises the Bank in writing (with a copy to Workers United) that in its opinion the number of shares of Class A Common Stock proposed to be included in any Demand Offering exceeds the number of securities which can be sold in such offering and/or that the number of shares of Class A Common Stock proposed to be included in any Demand Offering would adversely affect the price per share of the Class A Common Stock to be sold in such offering, the Bank shall include in such Demand Offering only the number of shares of Class A Common Stock which in the opinion of such underwriter can be so sold. If the number of shares which can be sold is less than the number of shares of Class A Common Stock propo...
Demand Offerings