Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of shares off of a shelf registration statement, the Stockholders will consult with each other in this regard. The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any 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 underwritten takedown (whether pursuant to a demand made by other Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the 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 second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

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

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Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of shares off of a shelf registration statement, the Stockholders Holders will consult with each other in this regard. The Company will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any 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 underwritten takedown (whether pursuant to a demand made by other Stockholders Holders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the 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 second trading day prior to the date on which the pricing of the relevant takedown occurs.

Appears in 2 contracts

Samples: Registration Rights Agreement (Catalent, Inc.), Registration Rights Agreement (Catalent, Inc.)

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Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of shares Registrable Securities off of a shelf registration statement, the Stockholders Holders will consult with each other in this regard. The Company will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s '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 underwritten takedown (whether pursuant to a demand made by other Stockholders Holders or made at the Company’s 's own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the 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 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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