Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to the proposed sale of Common Stock pursuant to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell any of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offering.
Appears in 1 contract
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company PCAC proposes to file a registration statement under the Securities Act with respect to an offering by PCAC for (a) its own account of any class of its securities (other than a registration statement on Form S-4 or S-8 or any successor or other forms not available to register capital stock to sell to the public), or (b) or on the account of security holders exercising demand registration rights, PCAC shall give written notice of such proposed filing to Holders at least 30 days before the anticipated filing date, and such notice shall describe in detail the proposed sale registration and distribution (including those jurisdictions under which registration under the securities or blue sky laws is intended) and offer Holders the opportunity to register such number of Common Stock pursuant to a fully-underwritten public offeringRegistrable Securities as Holders may request, and shall use its best efforts (within ten days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Company Underwriter") to permit Holders to participate in the registration and to include such Registrable Securities in such offering on the same terms and conditions as the securities of PCAC included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to Holders that the total amount or kind of securities which Holders, PCAC and any other persons or entities are intending to register in such offering (the "Total Securities") is sufficiently large so as to have a material adverse effect on the distribution of the Total Securities, the amount or kind of securities to be offered for the account of Holders and such other persons or entities (but not PCAC) shall request an agreement be reduced pro rata first among the participating shareholders other than the Holders, and second among the Holders, to the extent necessary to reduce the Total Securities to the number recommended by the Sellers (as defined in this Section 5) not to Company Underwriter. Holders shall sell any of the Registrable Securities so held in such registered offering solely in compliance with the terms and conditions agreed to between the Company and the Company Underwriter. Holders agree that it shall enter into any holdback or lock up agreements required by each Seller for a period of ninety (90) days (or such greater periodthe Company Underwriter, not to exceed one hundred eighty (180) days180 days following the filing of the applicable registration of statement, as with respect to the managing underwriter may request)sale by such Holders of Shares and Option Shares to the extent that the directors, after the effectiveness executive officers and 10% or greater shareholders of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree PCAC are similarly required to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction lock up or holdback agreement. There shall be no limitation on the transfer number of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, registrations which may be obtained with respect to enter into and execute an agreement with such managing underwriter and the Company piggyback registration pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringthis Section 2.2.
Appears in 1 contract
Samples: Noncompetition Agreement (Pacific Coast Apparel Co Inc)
Piggy Back Registration. a. If at any time within one (i1) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion year of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which date hereof the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing shareholders), then the Company shall in each case give written notice of such proposed sale filing to the Holders of Common Stock pursuant to a fully-underwritten public offeringRegistrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as defined in this Section 5) not to sell any similar securities of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater periodCompany included therein. Notwithstanding the foregoing, not to exceed one hundred eighty (180) days, as if the managing underwriter may request), after or underwriters of such offering delivers a written opinion to the effectiveness Holders of Registrable Securities that the total amount of securities which they or the Company and any other Persons intend to include in such registration statement in order offering is sufficiently large to effect an orderly public distribution thereofmaterially and adversely affect the success of such offering, then the Sellers amount of Registrable Securities to be offered for the accounts of the Holders of Registrable Securities shall be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holders acknowledge and agree that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holders of Registrable Securities and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or which are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of the Holders, enter into and execute such an any agreement with such managing underwriter and the Company pertaining to a restriction on the transfer any holder or prospective holders of any securities of the Company during which would grant to such period. Each Seller further agrees, upon request of holder or prospective holders any piggy-back registration rights having a preference or priority over the managing underwriter, piggy-back registration rights granted to enter into and execute an agreement with such managing underwriter and the Company Holders pursuant to this Section 2; provided, however, that the terms foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringthis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Piggy Back Registration. (ia) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the proposed sale Company for its own account or for the account of Common Stock any other person or entity of any class of equity security, including any security convertible into or exchangeable for any equity securities (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission) or (ii) in connection with a registration statement that is on a form pursuant to a fully-underwritten public offeringwhich an offering of the Warrant Shares cannot be registered), then the Company shall in each case give written notice of such proposed filing to the Warrantholder at least twenty (20) business days before the anticipated filing date, and such notice shall offer the Warrantholder the opportunity to register such number of Warrant Shares as the Warrantholder may request. Upon the written request of the Warrantholder received by the Company within ten (10) business days after the date of the Company's delivery of its notice to the Warrantholder of its intention to file such a registration statement, subject to the conditions and in accordance with the procedures set forth herein, the Company shall use its best efforts to cause the managing underwriter shall request an agreement or underwriters of a proposed underwritten offering to permit the inclusion of the Warrant Shares requested by the Sellers (as defined in this Section 5) not Warrantholder to sell any of be registered under the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute for such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such period. Each Seller further agrees, upon request offering indicates in writing to the Warrantholder its reasonable belief that because of the managing underwritersize of the offering intended to be made, the inclusion of the Warrant Shares requested to enter into and execute an agreement with such managing underwriter and be included might reasonably be expected to jeopardize the Company pursuant to success of the terms offering of which each Seller will agree not to transfer any the securities of the Company during to be offered and sold by the seven Company for its own account, then the amount of securities to be offered for the account of the Warrantholder shall be reduced, on a pro rata basis with all sellers other than the Company, to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The Company will bear all Registration Expenses (7as hereinafter defined) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringin connection with piggy-back registrations.
Appears in 1 contract
Samples: U S Liquids Inc
Piggy Back Registration. a. If at any time within one (i1) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion year of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which date hereof the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing shareholders), then the Company shall in each case give written notice of such proposed sale filing to the Holders of Common Stock pursuant to a fully-underwritten public offeringRegistrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as defined in this Section 5) not to sell any similar securities of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater periodCompany included therein. Notwithstanding the foregoing, not to exceed one hundred eighty (180) days, as if the managing underwriter may request), after or underwriters of such offering delivers a written opinion to the effectiveness Holders that the total amount of securities which they or the Company and any other Persons intend to include in such registration statement in order offering is sufficiently large to effect an orderly public distribution thereofmaterially and adversely affect the success of such offering, then the Sellers amount of Registrable Securities to be offered for the accounts of the Holders shall be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holders acknowledge and agree that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holders and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or which are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of a Requisite Group, enter into and execute such an any agreement with such managing underwriter and the Company pertaining to a restriction on the transfer any holder or prospective holders of any securities of the Company during which would grant to such period. Each Seller further agrees, upon request of holder or prospective holders any piggy-back registration rights having a preference or priority over the managing underwriter, piggy-back registration rights granted to enter into and execute an agreement with such managing underwriter and the Company Holders pursuant to this Section 2; provided, however, that the terms foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringthis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Piggy Back Registration. a. If at any time within one (i1) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion year of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which date hereof the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing shareholders), then the Company shall in each case give written notice of such proposed sale filing to the Holder of Common Stock pursuant to a fully-underwritten public offeringRegistrable Securities at least twenty (20) days before the anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request. The Company shall use reasonable diligence to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (Holder of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as defined in this Section 5) not to sell any similar securities of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater periodCompany included therein. Notwithstanding the foregoing, not to exceed one hundred eighty (180) days, as if the managing underwriter may request), after or underwriters of such offering delivers a written opinion to the effectiveness Holder of Registrable Securities that the total amount of securities which they or the Company and any other Persons intend to include in such registration statement in order offering is sufficiently large to effect an orderly public distribution thereofmaterially and adversely affect the success of such offering, then the Sellers amount of Registrable Securities to be offered for the account of the Holder of Registrable Securities shall agree be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. The Holder acknowledges and agrees that if the managing underwriter determines that it is necessary to reduce the number of securities to be registered on behalf of the Holder of Registrable Securities and any other Persons, such reduction will not take place pro rata, but instead will be done with a preference being given to those other Persons who are holders of securities of the Company which were issued prior to the execution of this Agreement or which are issuable pursuant to contracts entered into prior to the execution of this Agreement. From and after the date of this Agreement, the Company agrees that it shall not, without the prior written consent of the Holder, enter into and execute such an any agreement with such managing underwriter and the Company pertaining to a restriction on the transfer any holder or prospective holders of any securities of the Company during which would grant to such period. Each Seller further agrees, upon request of holder or prospective holders any piggy-back registration rights having a preference or priority over the managing underwriter, piggy-back registration rights granted to enter into and execute an agreement with such managing underwriter and the Company Holder pursuant to this Section 2; provided, however, that the terms foregoing covenant and agreement shall not, in any manner, alter or otherwise affect the preference or priorities previously granted to other Persons prior to the execution of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringthis Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, If at any time the Company and each Seller may sell that proportion of or the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company Exchange Issuer proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by the proposed sale Company or the Exchange Issuer for its own account or for the account of any of its respective securityholders of any class of its Common Stock pursuant (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offer or offering of securities solely to a fully-underwritten public offeringthe Company's or the Exchange Issuer's existing securityholders), then the Company or the Exchange Issuer, as the case may be, shall give written notice of such proposed filing to the holders of Registrable Membership Units or Registrable Equity Exchange Securities, as the case may be, as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such holders the opportunity to register such number of the applicable Registrable Securities as each such holder may request (a "Piggy-Back Registration"). The Company or the Exchange Issuer, as the case may be, shall use its best efforts to cause any managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not or underwriters of a proposed underwritten offering to sell any of permit the Registrable Securities so held by each Seller for requested to be included in a period of ninety (90) days (or such greater period, not Piggy-Back Registration to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction be included on the transfer of same terms and conditions as any similar securities of the Company during or the Exchange Issuer, as the case may be, or any other securityholder included therein and to permit the sale or other disposition of such periodRegistrable Securities in accordance with the intended method of distribution thereof. Each Seller further agrees, The underwriters in such public offering shall agree to purchase from each holder of Registrable Securities issuable upon conversion of a Convertible Security such Convertible Security (or applicable portion thereof) at a purchase price equal to the product of (x) the price per Registrable Security to be paid by the underwriters and (y) the number of Included Securities issuable upon conversion of such Convertible Security on the date of consummation of such public offering. Any holder shall have the right to withdraw its request for inclusion of the managing underwriter, its Registrable Securities in any Registration Statement pursuant to enter into and execute an agreement with such managing underwriter and this Section 3.2 by giving written notice to the Company or the Exchange Issuer, as the case may be, of its request to withdraw. The Company or the Exchange Issuer, as the case may be, may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; PROVIDED that the Company or the Exchange Issuer, as the case may be, shall give prompt notice thereof to participating holders. The Company or the Exchange Issuer, as the case may be, will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2, and each holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness sale or disposition of such holder's Registrable Securities pursuant to a registration statement or the pricing of such offeringeffected pursuant to this Section 3.2.
Appears in 1 contract
Samples: Membership Unitholders Agreement (Acme Intermediate Holdings LLC)
Piggy Back Registration. (ia) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the "1933 Act"), with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any securities convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggy-back Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the holders of Registrable Securities that the total amount of securities which they or the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of Holders of Registrable Securities shall be reduced pro rata with respect to each Holder requesting inclusion therein to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons with respect to the proposed sale amount of Common Stock pursuant securities they intended to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell any of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringoffer.
Appears in 1 contract
Samples: Stockholders' Agreement (Hornbeck Offshore Services Inc /La)
Piggy Back Registration. (ia) In If both the case of a Piggy-Back Shelf Registration in which HEALTHSOUTH participateshas not been declared effective and the Registrants have not effected the Registered Exchange Offer, at any time the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes Registrants propose to file a registration statement under the Securities Act with respect to an offering by the Registrants for any account of the Registrants or for the account of any of its security Holders of any class of its debt securities (other than a Registration Statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any other registration statement used to effect an exchange offer and other than any registration statement with respect to which all of the Exchange Notes will be redeemed), then the Registrants shall give written notice of such proposed sale filing to the Holders as soon as practicable (but in no event fewer than 15 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such principal amount of Common Stock Exchange Notes as each such Holder may request in writing within 14 days after receipt of such written notice from the Registrants (which request shall specify the principal amount of the Exchange Notes intended to be disposed of by such Holder and the intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION"). If such registration is pursuant to a fully-an underwritten public offering, and the Registrants shall use their reasonable best efforts to cause the managing underwriter shall request an agreement by or underwriters of such proposed offering to permit the Sellers (Exchange Notes requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as defined in this Section 5) not to sell any similar securities of the Registrable Securities so held by each Seller Registrants or any other securityholder included therein and to permit the sale or other disposition of such Exchange Notes in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for a period inclusion of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of its Exchange Notes in any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to this Section 4 by giving written notice to the terms Registrants of which each Seller will agree not its request to transfer any securities of withdraw prior to the Company during the seven (7) day period immediately preceding the effectiveness of time that such registration statement becomes effective. The Registrants may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the pricing Registrants may elect to delay the registration; PROVIDED, HOWEVER, that the Registrants shall give prompt written notice thereof to participating Holders. The Registrants will pay all registration expenses (including any described in Section 7) in connection with each registration of Exchange Notes requested pursuant to this Section 4, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such offeringHolder's Exchange Notes pursuant to a registration statement effected pursuant to this Section 4. No registration effected under this Section 4, and no failure to effect a registration under this Section 4, shall relieve the Registrants of their obligation to effect a registration pursuant to Section 3(a) or (b) hereof, and no failure to effect a registration under this Section 4 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Registrants of any other obligation.
Appears in 1 contract
Samples: Debt Registration Rights Agreement (Anc Rental Corp)
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the proposed sale Company for its own account or for the account of Common Stock any other person or entity of any class of equity security, including any security convertible into or exchangeable for any equity securities (other than (a) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission), (b) a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company's existing security holders, or (c) in connection with a registration statement that is on a form pursuant to a fully-underwritten public offering, and the managing underwriter shall request which an agreement by the Sellers (as defined in this Section 5) not to sell any offering of the Registrable Securities so held cannot be registered), then the Company shall in each case give written notice of such proposed filing to the Holder at least 20 days before the anticipated filing date. Such notice shall offer the Holder the opportunity to register such number of Registrable Securities as Holder may request. Upon written request of Holder received by each Seller for the Company within 10 business days after the date of the Company's delivery of its notice to the Holder of its intention to file such a period of ninety (90) days (or such greater periodregistration statement, not subject to exceed one hundred eighty (180) daysthe conditions and in accordance with the procedures set forth herein, as the Company shall use its best efforts to cause the managing underwriter may request), after or underwriters of a proposed underwritten offering to permit the effectiveness of any such Registrable Securities requested by Holder to be included in the registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute for such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such period. Each Seller further agrees, upon request offering indicates in writing to the Holder its reasonable belief that because of the managing underwritersize of the offering intended to be made, the inclusion of the Registrable Securities requested to enter into and execute an agreement with such managing underwriter and be included might reasonably be expected to jeopardize the Company pursuant to success of the terms offering of which each Seller will agree not to transfer any the securities of the Company during to be offered and sold by the seven (7) day period immediately preceding Company for its own account, then the effectiveness amount of securities to be offered for the account of the Holder shall be reduced on a pro rata basis with all other sellers other than the Company, to the extent necessary to reduce the total amount of securities to be included in such registration statement offering to an amount recommended by such managing underwriter or the pricing of such offeringunderwriters.
Appears in 1 contract
Samples: Registration Rights Agreement (N-Viro International Corp)
Piggy Back Registration. If the Company proposes to register any equity securities under the Securities Act for sale to the public for cash, whether for its own account or for the account of other security holders or both (iexcept with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under such forms as of the date hereof, or any successor forms for comparable purposes that may be adopted by the Commission) In each such time it will give written notice to all Holders of its intention to do so no less than 15 Business Days prior to the case anticipated 2 filing date. Upon the written request of a Piggy-Back Registration in any Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the terms and conditions as the securities otherwise being sold pursuant to such registration, any of its Registrable Securities (which HEALTHSOUTH participatesrequest shall state the intended method of disposition thereof), the Company and each Seller may sell that proportion of will use its best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be sold covered by the Registration Statement proposed to be filed by the Company, on the same terms and condition as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities so registered; provided, however, that the Company may at any time prior to the effectiveness of any such Registration Statement, in its sole discretion and with the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. The number of Registrable Securities to be included in such a registration may be reduced or eliminated if and to the extent, in the proposed distribution which case of an underwritten offering, the number managing underwriter shall render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold by therein; provided, however, that such Seller bears number of shares of Registrable Securities shall not be reduced (i) if any securities included in such registration are included other than for the account of (x) the Company or (y) persons exercising registration rights granted pursuant to the aggregate number agreements listed on Schedule I hereto (as in effect on the date hereof) (the "Schedule I Agreements"), (ii) unless the shares included in the registration pursuant to the Schedule I Agreements are also reduced on a pro rata basis, and (iii) and subject in all events to the prior right of securities proposed holders (the "JEDI Holders") of registrable shares of Common Stock under that certain Registration Rights Agreement (the "JEDI Rights Agreement"), dated as of May 6, 1997, between the Company and Joint Energy Development Investments Limited Partnership to include any or all of the JEDI Holder's Registrable Shares (as defined in the JEDI Rights Agreement") before Holder includes any or all of its Registrable Securities in any registration relating to an underwritten public offering with respect to which, in the opinion of the managing underwriter, the inclusion in the offering of all shares requested to be sold registered by all Sellers persons holding registration rights would materially jeopardize the successful marketing of the securities (including the Company); and (iiJEDI Holder's Registrable Shares) in to be sold. In the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock event that the Company initially proposed number of Registrable Securities to be included in a registration is to be reduced as provided above, within 10 Business Days after receipt by each Holder proposing to sell in Registrable Securities pursuant to the registered offering of the opinion of such Registration and then include in managing underwriter, all such registration shares of Company Common Stock held by each other Seller, pro rata based upon Selling Holders may allocate among themselves the number of shares of Company Common Stock proposed such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the Registration Statement, and if such Holders are unable to agree among themselves with respect to such allocation, such allocation shall be sold pursuant made in proportion to the Registration in relation to the aggregate respective number of shares specified in their respective written requests. Notwithstanding anything to the contrary contained in this Section 2.01, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters of the Company's securities in connection with such offering, such Person shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock proposed to be sold by all Sellers other than during the period of distribution of the Company. If on 's securities by such underwriters, which shall be specified in writing by the underwriters, shall not exceed any occasion period during which management of registration in which the Company proposes to file a registration statement and others are similarly prohibited from disposing of shares of Common Stock and shall not exceed 180 days following the effectiveness under the Securities Act with respect to the proposed sale of Common Stock pursuant to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell any of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringRegistration Statement relating thereto.
Appears in 1 contract
Samples: Registration Rights Agreement (Corrida Resources Inc)
Piggy Back Registration. If at any time any of the Issuers proposes to file a Registration Statement under the Securities Act with respect to an offering by such Issuer for its own account or for the account of any of its respective securityholders of any class of Common Stock or of securities representing beneficial ownership of Common Stock (other than (i) In a registration statement on Form X-0, X-0 or F-4 (or any substitute form that may be adopted by the case SEC), (ii) a registration statement filed in connection with an offer or offering of securities solely to such Issuer's existing securityholders or (iii) a Demand Registration), then such Issuer shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder (a "PIGGY-BACK REGISTRATION"). Such Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration and to permit the sale or other disposition of such Registrable Securities in which HEALTHSOUTH participatesaccordance with the intended method of distribution thereof; PROVIDED, the Company and each Seller may sell that proportion of the securities HOWEVER, in no event shall such Issuer be required to be sold in the proposed distribution which reduce the number of securities proposed to be sold by such Seller bears to Issuer or alter the aggregate number terms of the securities proposed to be sold by all Sellers (including such issuer in order to induce the Company); managing underwriter or underwriters to permit Registrable Securities to be included. The Registrable Securities shall be included on the same terms and (ii) conditions as any similar securities of such Issuer or any other securityholder included therein. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to such Issuer of its request to withdraw prior to the case effectiveness of the Registration Statement. An Issuer may withdraw a Piggy-Back Registration initiated by at any time prior to the Company, the time it becomes effective; PROVIDED that such Issuer shall give prompt notice thereof to participating Holders. The Company shall first include will pay all Registration Expenses in such connection with each registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold Registrable Securities requested pursuant to the Registration in relation this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the aggregate number sale or disposition of shares of Company Common Stock proposed such Holder's Registrable Securities pursuant to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve an Issuer of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities Act with respect in connection therewith shall relieve an Issuer of any other obligation under this Agreement. Notwithstanding anything in this Agreement to the proposed sale contrary, Holders of Common Stock pursuant to a fully-underwritten public offeringRegistrable Securities will not have Piggyback Registration rights in respect of an Initial Public Equity Offering in which no shareholder or member, and as the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell case may be, of any of the Registrable Securities so held by each Seller for Issuers is a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringparticipant.
Appears in 1 contract
Piggy Back Registration. (ia) In If the case Company shall at any time following the IPO propose to file a Registration Statement for an offering of a Piggy-Back Registration in which HEALTHSOUTH participatesequity securities of the Company, by the Company or for resale by holders of the Company's securities other than Registrable Securities (the "REQUESTING HOLDERS"), the Company and each Seller may sell that proportion shall provide prompt written notice of such proposal, in any event, not less than 15 days before the anticipated date of the first filing of such Registration Statement, to all Shareholders of its intention to do so and of such Shareholders' rights under this Section 3. In the event that the Registration Statement for the IPO will include also equity securities to be sold in of the proposed distribution which the number of securities proposed Company to be sold by such Seller bears any holder of the Company's securities other than Registrable Securities, the Shareholders' rights under this Section 3 shall apply with respect to the aggregate IPO as well. The Company shall use its best efforts to include such number of Registrable Securities in such Registration Statement which the Company has been so requested to register by any Requesting Holder (a "PIGGY- BACK REGISTRATION"), which request shall be made to the Company within 15 days after such Shareholders receive notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities proposed and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Shareholder and, thereupon, shall be sold by all Sellers (including the Company); relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) if such registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to must sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant their Registrable Securities to the Registration in relation underwriters on the same terms and conditions as apply to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on Requesting Holders, with such differences, including any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to the proposed sale of Common Stock indemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any Shareholder requesting pursuant to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not 3 to sell any be included in a registration may elect, in writing prior to the effective date of the Registrable Securities so held by each Seller for a period of ninety (90) days (or Registration Statement filed in connection with such greater periodregistration, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any register such registration statement securities in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement connection with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringregistration.
Appears in 1 contract
Samples: Registration Rights Agreement (United Pan Europe Communications Nv)
Piggy Back Registration. (ia) In If the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company Corporation proposes to file a registration statement under the Securities Act with respect to an offering by the proposed sale Corporation for the account of Common Stock pursuant any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to a fully-underwritten public offeringthe Corporation's existing stockholders, and other than as set forth in Section 14.2(b) below), then the Corporation shall in each case give written notice of such proposed filing to the Holders at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggy-back Registration"). The Corporation shall use reasonable efforts to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as defined in this Section 5) not to sell any similar securities of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater periodCorporation included therein. Notwithstanding the foregoing, not to exceed one hundred eighty (180) days, as if the managing underwriter may request), after or underwriters of such offering deliver an opinion to the effectiveness Holders that the total amount of securities which they and any other Persons (other than the Corporation) intend to include in such registration statement in order offering is sufficiently large to effect an orderly public distribution thereofmaterially and adversely affect the success of such offering, then the Sellers amount of Registrable Securities to be offered for the accounts of Holders shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities be reduced in inverse order of the Company during priority of registration rights specified in this Agreement held by holders of securities requesting inclusion therein to the extent necessary, in the opinion of such period. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter and underwriter; provided, that the Company pursuant reduction imposed upon Holders shall not be greater, on a percentage basis with respect to the terms Registrable Securities requested to be included, than the reduction imposed upon other Persons whose piggy-back registration rights are pari passu with those granted hereby with respect to the amount of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of requested for inclusion in such registration statement or the pricing of such offeringregistration.
Appears in 1 contract
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. a. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed sale filing to each of Common Stock pursuant to a fully-underwritten public offeringthe Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (as defined in this Section 5) not to sell any Holders of the Registrable Securities so held by each Seller requested to be included in the registration for a period of ninety (90) days (or such greater period, not offering to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any include such registration statement securities in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such period. Each Seller further agreesoffering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they and the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, upon request then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities and other Persons who have the contractual right to have securities included in the offering shall, to the extent not inconsistent with the contractual obligations of the Company existing on the date hereof, be reduced pro rata based on the amount of securities each has requested to be included in the offering pursuant to such contractual rights to the extent necessary, in the opinion of such managing underwriter, to enter into and execute an agreement with reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringunderwriter.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
Piggy Back Registration. (ia) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the proposed sale Company for its own account or for the account of Common Stock others (the "INITIATING SHAREHOLDERS") of any class of security (other than pursuant to a fully-underwritten public offeringregistration statement on Forms S-4 or S-8 (or successor forms) or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), including a Demand Registration Statement or a Shelf Registration Statement, then the Company shall in each case give written notice of such proposed filing to the holders of Registrable Common Stock (which notice shall indicate, to the extent then known, the proposed managing underwriter or underwriters, if such offering is to be underwritten, and such other terms of the managing underwriter proposed offering that the Company reasonably believes to be material to the holders of Registrable Common Stock) and shall request an agreement by the Sellers (as defined include in this Section 5) not to sell any such registration statement all or a portion of the Registrable Securities Common Stock owned by such holders which such holders shall request to be so held included by each Seller for written notice given by such holders to the Company within 10 business days after such holder's receipt of such notice from the Company (a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request"PIGGY-BACK REGISTRATION"), after the effectiveness of any such registration statement in order . The Company shall use its best efforts to effect an orderly public distribution thereof, then the Sellers shall agree registration of all Registrable Common Stock requested to enter into and execute be so registered in such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during such periodincluded therein. Each Seller further agrees, upon request of If the managing underwriterunderwriter or underwriters of an underwritten offering, to enter into and execute an agreement with such managing underwriter and if any, advise the holders of Registrable Common Stock in writing that in its or their reasonable opinion or, in the case of a Piggyback Registration not being underwritten, the Company pursuant to shall reasonably determine (and notify the terms holders of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness Registrable Common Stock of such determination), after consultation with an investment banker of nationally recognized standing, that the number of shares of Common Stock or other securities proposed to be sold in such registration statement or will adversely affect the pricing success of such offering, the Company will include in such registration the number of securities, if any, which, in the opinion of such underwriter or underwriters, or the Company, as the case may be, can be sold as follows: (A) if such registration was initiated by the Company, (i) FIRST, the shares the Company proposed to sell, (ii) SECOND, the Registrable Common Stock and other shares of Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under this Agreement or under any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under a registration rights agreement effective after the date hereof and (B) if such registration was initiated as the result of the exercise of a demand registration right of holders of Common Stock (i) FIRST, the shares of Common Stock requested to be included in such registration by the demanding holders pro rata among those requesting such registration on the basis of the number of shares of Common Stock requested to be included), (ii) SECOND, shares to be issued and sold by the Company and shares held by Persons other than the demanding holders and requested to be included in such registration either pursuant to this Agreement or pursuant to any registration rights agreement in effect on the date hereof and (iii) THIRD, the Common Stock requested to be included in such registration by the holders thereof entitled to participate in such registration under registration rights agreements effective after the date hereof. To the extent that the privilege of including Registrable Common Stock or other shares of Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(ii) or (B)(ii) above, the allocation shall be made pro rata based on the number of shares of Common Stock that each such participant shall have requested to include therein and to the extent that the privilege of including Common Stock in any Piggyback Registration must be allocated among the holders thereof pursuant to clause (A)(iii) or (B)(iii) above, the allocation shall be made pro rata based on the number of shares of Common Stock that each shall such participant shall have requested to include therein.
Appears in 1 contract
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the proposed sale Company for its own account or for the account of Common Stock others of any class of security (other than pursuant to a fully-underwritten public offeringregistration statement on Forms S-4 or S-8 (or successor forms) or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the holders of Registrable Common Stock (which notice shall indicate, to the extent then known, the proposed managing underwriter or underwriters, if such offering is to be underwritten, and such other terms of the managing underwriter proposed offering that the Company reasonably believes to be material to the holders of Registrable Common Stock) and shall request an agreement by the Sellers (as defined include in this Section 5) not to sell any such registration statement all or a portion of the Registrable Securities Common Stock owned by such holders which such holders shall request to be so held included by each Seller for written notice given by such holders to the Company within 10 business days after such holder's receipt of such notice from the Company (a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request"Piggy-back Registration"), after the effectiveness of any such registration statement in order . The Company shall use reasonable diligence to effect an orderly public distribution thereof, then the Sellers shall agree registration of all Registrable Common Stock requested to enter into and execute be so registered in such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such period. Each Seller further agrees, upon request offering advise the Company that the number of shares of Common Stock or other securities sought to be included in such underwritten offering would create a substantial risk that the sale of some or all of such Common Stock or other securities will interfere with the successful marketing of the managing underwritersecurities offered by the Company or substantially reduce the proceeds or price per unit that could be derived from such underwritten offering, then the number of shares of Common Stock or other securities to enter into be sold by holders of Registrable Common Stock shall be reduced to the greatest number of shares of Common Stock or other securities, if any, that, together with any shares of Common Stock or other securities to be included in such offering by the Company and execute an agreement with other persons, would, in the opinion of such managing underwriter or underwriters, not create such a risk or interference, and such reduced number of shares of Common Stock or other securities, if any, to be sold by such holders shall be allocated among such holders and other persons in proportion to the number of shares of Common Stock then owned by such holders. The holders of Registrable Common Stock to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and the representations and warranties by, and the other agreements on the part of, the Company pursuant to and for the benefit of such underwriters shall also be made to and for the benefit of such holders and the conditions precedent to the terms obligations of which each Seller will agree such holders of Registrable Common Stock under such underwriting agreement shall be reasonably satisfactory to such holders. Such holders shall not be required to transfer make any securities of representations or warranties to the Company during or its underwriters other than representations or warranties regarding such holder and such holder's intended method of distribution. The Company shall have the seven (7) day period immediately preceding right to discontinue any registration under this Section 4 at any time prior to the effectiveness effective date of such registration statement if the registration of the securities giving rise to such registration under this Section 4 is discontinued, but no such discontinuation shall preclude an immediate or subsequent request by the pricing holders of such offeringRegistrable Common Stock for registration pursuant to Section 2 hereof if otherwise permitted.
Appears in 1 contract
Samples: Registration Rights Agreement (Inland Resources Inc)
Piggy Back Registration. (ia) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, If at any time the Company and each Seller may sell that proportion intends to file on its behalf or on behalf of the securities to be sold in the proposed distribution which the number any of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers its stockholders (including the Company); and (iiCovered Holders with respect to Registrable Securities) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act in connection with respect to the proposed sale of Common Stock pursuant to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell any of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer offering of any securities of the Company during on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities of the same class held by such periodCovered Holder, other than a registration statement on Form S-8 or Form S-4 or any successor form or other forms promulgated for similar purposes, then the Company shall give written notice (an "Intended Offering Notice") of such intention to each Covered Holder at least 30 business days prior to the anticipated filing date of such registration statement. Each Seller further agreesSuch Intended Offering Notice shall offer to include in such registration statement for offer to the public such number or amount of Registrable Securities as each such Covered Holder may request, upon subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (the written notice of any such Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, setting forth the number of Registrable Securities such Covered Holder desires to have included in the registration statement and offered to the public. Upon the request of the managing underwriterCompany, to such Covered Holders shall enter into such underwriting, custody and execute other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Covered Holder is an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringElecting Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Strayer Education Inc)
Piggy Back Registration. (ia) In If, at any time following the case of a Piggy-Back Registration in which HEALTHSOUTH participatesClosing, the Company proposes to register any Common Stock under the Securities Act on its behalf or on behalf of any of its stockholders, on a form and each Seller may sell in a manner that proportion would permit registration of the securities Registrable Shares (other than in connection with dividend reinvestment plans, rights offerings or a registration statement on Form S-4 or S-8 or any similar successor form), the Company shall give reasonably prompt written notice to Parent, on behalf of the Shareholder Group, of its intention to do so, which notice shall be sold in given to Parent not less than 15 Business Days prior to the proposed distribution contemplated filing date for such registration statement. Upon the written election of Parent, on behalf of the Shareholder Group (a "PIGGY-BACK REQUEST"), given within 10 Business Days following the receipt by Parent of any such written notice (which election shall specify the number of securities proposed the Registrable Shares intended to be sold disposed of by the Shareholder Group), the Company shall include in such Seller bears registration statement (a "PIGGY-BACK REGISTRATION"), subject to the aggregate number provisions of securities proposed to be sold by all Sellers (including the Company); and (ii) this Section 5.2 and, in the case of a registration on behalf of any of the Company's stockholders, subject to the rights of such stockholders, such number of the Registrable Shares as shall be set forth in such Piggy-Back Request. No registration effected under this Section 5.2 shall relieve the Company of its obligations to effect a Demand Registration initiated required under Section 5.1. (b) In the event that the Company proposes to register Common Stock in connection with an underwritten offering and a nationally recognized investment banking firm selected by the Company to act as managing underwriter thereof reasonably and in good faith shall have advised the Company, a member of the Shareholder Group, or any other holder of Common Stock intending to offer Common Stock in the offering (each, an "OTHER HOLDER") that, in its opinion, the inclusion in the registration statement of some or all of the Registrable Shares sought to be registered by the Shareholder Group would adversely affect the price or success of the offering, the Company shall first include in such registration the statement such number of shares of Company Common Stock that as the Company initially proposed to sell is advised can be sold in such Registration offering without such an effect (the "MAXIMUM NUMBER") as follows and then include in the following order of priority: (A) FIRST, such number of shares of Common Stock as the Company intended to be registered and sold by the Company if such registration was initiated by the Company or, if such registration is on behalf of any Other Holders, such number of shares of Company Common Stock held by each other Selleras such Other Holders intended to be registered and sold, pro rata based upon and (B) SECOND, if and to the extent that the number of shares of Company Common Stock proposed to be sold pursuant to registered under clause (A) is less than the Registration in relation to the aggregate Maximum Number, such number of shares of Company Common Stock proposed to be sold as the Shareholder Group, the Company (if such registration was not initiated by all Sellers other than the Company. If on ) and any occasion of registration in which the Company proposes Other Holders (or additional Other Holders) shall have intended to file a registration statement under the Securities Act with respect register which, when added to the proposed sale number of shares of Common Stock pursuant to be registered under clause (A), is less than or equal to the Maximum Number, on a fully-underwritten public offering, and PRO RATA basis according to the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not total number of shares of Common Stock intended to sell any of the Registrable Securities so held be registered by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction on the transfer of any securities of the Company during such periodPerson. Each Seller further agrees, upon request of the managing underwriter, to enter into and execute an agreement with such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offering.Section 5.3
Appears in 1 contract
Samples: Agreement and Plan of Merger
Piggy Back Registration. (i) In the case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) in the case of a Piggy-Back Registration initiated by the Company, the Company shall first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. a. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than a registration statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing Shareholders), then the Company shall in each case give written notice of such proposed sale filing to each of Common Stock pursuant to a fully-underwritten public offeringthe Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter shall request an agreement by or underwriters of a proposed underwritten offering to permit the Sellers (as defined in this Section 5) not to sell any Holders of the Registrable Securities so held by each Seller requested to be included in the registration for a period of ninety (90) days (or such greater period, not offering to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any include such registration statement securities in order to effect an orderly public distribution thereof, then the Sellers shall agree to enter into and execute such an agreement with such managing underwriter and the Company pertaining to a restriction offering on the transfer of same terms and conditions as any similar securities of the Company during included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such period. Each Seller further agreesoffering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they and the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, upon request then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities and other Persons who have the contractual right to have securities included in the offering shall, to the extent not inconsistent with the contractual obligations of the Company existing on the date hereof, be reduced pro rata based on the amount of securities each has requested to be included in the offering pursuant to such contractual rights to the extent necessary, in the opinion of such managing underwriter, to enter into and execute an agreement with reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter and the Company pursuant to the terms of which each Seller will agree not to transfer any securities of the Company during the seven (7) day period immediately preceding the effectiveness of such registration statement or the pricing of such offeringunderwriter.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Graphics Inc /Tx/)
