Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown (whether pursuant to a demand made by a Stockholder or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 5 contracts

Samples: Registration Rights Agreement, Registration Rights Agreement, Registration Rights Agreement (Repay Holdings Corp)

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Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will use its best efforts to keep the Stockholders contemporaneously reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder the LGP Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

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

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Holders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by any other Holders in order that they Holders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Holders or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all other cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

Samples: Registration Rights Agreement (Kodiak Gas Services, Inc.), Registration Rights Agreement (Kodiak Gas Services, Inc.)

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Stockholders Carlyle Shareholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Carlyle Shareholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Shareholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

Samples: Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC), Principal Shareholders Agreement (Ortho Clinical Diagnostics Holdings PLC)

Notifications Regarding Demanded Underwritten Takedowns. (a) 16. The Company will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder any other stockholder pursuant to registration rights granted to such stockholder or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

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

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Notifications Regarding Demanded Underwritten Takedowns. (a) The Company Holdings will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by the Centerbridge Stockholders in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s Holdings’ obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company Holdings of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Centerbridge or made at the Company’s Holdings’ own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

Samples: Registration Rights Agreement (American Renal Associates Holdings, Inc.)

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Carlyle Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

Samples: Principal Stockholders Agreement (Axalta Coating Systems Ltd.)

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Imperium in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by Company notify the Company Securityholders of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Imperium or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 1 contract

Samples: Registration Rights Agreement (SilverSun Technologies, Inc.)

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